Enforceability Exceptions definition

Enforceability Exceptions means the (a) Laws of general application relating to bankruptcy, insolvency and the relief of debtors; and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

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Enforceability Exceptions has the meaning set forth in Section 3.2.

Enforceability Exceptions has the meaning set forth in Section 4.4(b).

Examples of Enforceability Exceptions in a sentence

• This Agreement and each of the other Ancillary Agreements have been (or will be when executed and delivered on the Effective Time) duly executed and delivered by Spinco and constitutes (or will constitute) a valid and legally binding obligation of Spinco, enforceable against it in accordance with the terms hereof, except to the extent that such enforcement may be limited by the Enforceability Exceptions.

• This Agreement and each such Ancillary Agreement constitute, or when executed and delivered will constitute, the legal, valid, and binding obligations of such TA Continuing Shareholder, enforceable against it in accordance with their respective terms, subject to the Enforceability Exceptions.

• This Agreement and each of the other Ancillary Agreements have been (or will be when executed and delivered on the Effective Time) duly executed and delivered by Parent and constitutes (or will constitute) a valid and legally binding obligation of Parent, enforceable against it in accordance with the terms hereof, except to the extent that such enforcement may be limited by the Enforceability Exceptions.

• All such insurance policies are valid, binding and enforceable in accordance with their terms against the respective insurers, except as enforcement may be limited by the Enforceability Exceptions and have not been subject to any lapse in coverage.

• Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, each lease, sublease and other agreement under which Parent or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property at which the operations of Parent and its Subsidiaries are conducted as of the date hereof (the “Parent Leased Real Property”), is valid, binding and in full force and effect, subject to the Enforceability Exceptions.

More Definitions of Enforceability Exceptions

Enforceability Exceptions has the meaning specified in Section 5.03.

Enforceability Exceptions means bankruptcy, insolvency, fraudulent conveyance, reorganizational, moratorium or similar laws relating to or affecting enforcement of creditor’s rights generally by general equitable principles (whether considered in proceeding at law or in equity).

Enforceability Exceptions means: (a) legal limitations on enforceability arising from applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally; (b) legal limitations on enforceability arising from rules of law governing specific performance, injunctive relief and other equitable remedies; and (c) legal limitations on the enforceability of provisions requiring indemnification against liabilities under securities laws in connection with the offering, sale or issuance of securities.

Enforceability Exceptions means, with respect to any specified obligation, any limitations on the enforceability of such obligation due to applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, fraudulent transfer, moratorium, and other similar laws of general applicability relating to or affecting creditors’ rights or general equity principles (including public policies) or except as rights to indemnification or contribution may be limited by Federal, state, provincial or territorial securities laws.

Enforceability Exceptions shall have the meaning ascribed to such term in Section 3.1(c).

Enforceability Exceptions shall have the meaning set forth in Section 2.2.

Enforceability Exceptions means the extent to which enforceability of an obligation may be limited by applicable bankruptcy, insolvency, re-organization or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.