Enforceability Exception definition

Enforceability Exception has the meaning set forth in Section 3.05.

Enforceability Exception means the effect, if any, of: (a) applicable bankruptcy, insolvency, moratorium or other similar laws affecting the rights of creditors generally; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

Enforceability Exception has the meaning set forth in Section 2.02.

Examples of Enforceability Exception in a sentence

• This Agreement has been, and the Ancillary Agreements, when executed, will be, duly executed and delivered by Acquiror and, to the extent it is a party thereto, each is (or when executed will be) a valid and binding obligation of Acquiror enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exception.

• This Agreement has been, and, upon execution and delivery, each other Transaction Document to which Purchaser is a party will be, duly executed and delivered by Purchaser and constitute, or upon execution and delivery will constitute, the legal, valid and binding obligation of Purchaser enforceable against Purchaser in accordance with its terms, subject only to the Enforceability Exception.

• Each Transaction Document to which a Contributor is a party has been duly authorized, executed and delivered by such Contributor, and constitutes the legal, valid and binding obligation of such Contributor, enforceable against such Contributor in accordance with its terms, subject to the Enforceability Exception.

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• All Material Contracts are valid and enforceable by and against each of the parties thereto, in accordance with their terms, subject only to the Enforceability Exception.

More Definitions of Enforceability Exception

Enforceability Exception shall have the meaning set forth in Section 4.04(a).

Enforceability Exception has the meaning set forth in Section 5.1(b).

Enforceability Exception means any limit to enforceability of a contract under bankruptcy, reorganization and similar losses affecting enforcement of creditors' rights generally.

Enforceability Exception means the effect on enforceability of (A) bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and (B) rules of law and general principles of equity, including those governing specific performance (except as expressly provided in this Agreement), injunctive relief, and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at law), and concepts of materiality, reasonableness, good faith and fair dealing and the discretion of the court before which a proceeding is brought.

Enforceability Exception means, with respect to any agreement, contract or commitment, any limitation thereon imposed by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Law affecting creditors' rights and remedies generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Enforceability Exception has the meaning set forth in Subsection 8.1(B).

Enforceability Exception has the meaning set forth in Section 3.3(a). “Entity” means a Person that is not a natural person. “Equity Rights” has the meaning set forth in Section 3.2. “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. “ERISA Client” has the meaning set forth in Section 3.14(p). “Estimated Closing Cash” has the meaning set forth in Section 2.3(a)(i). “Estimated Closing Indebtedness” has the meaning set forth in Section 2.3(a)(iv). “Estimated Closing Purchase Price Amount” has the meaning set forth in Section 2.1. “Estimated Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.3(a)(iii). “Estimated Unpaid Transaction Expenses” has the meaning set forth in Section 2.3(a)(v). “Fee Trigger Date” has the meaning set forth in Section 9.3(a). “Filings” has the meaning set forth in Section 3.14(d). “Final Net Working Capital Adjustment Amount” has the meaning set forth in Section 2.3(a)(iii). “Financial Statements” means the unaudited financial statements of the Company, on a consolidated basis, for (a) the 12-month periods ending December 31, 2021, December 31,