Common use of Organization; Authorization; Enforceability Clause in Contracts

Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Documents to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of such Equity Documents and to consummate the Transactions. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, such Purchaser will have duly executed and delivered each of the other Equity Documents to be executed and delivered by it at or prior to Closing. This Agreement constitutes, and each of the other Equity Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, or other laws of general application affecting enforcement of creditors' rights or (b) general principles of equity that restrict the availability of equitable remedies.

Appears in 3 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Liberty Media Corp /De/), Preferred Stock and Warrant Purchase Agreement (Hicks Thomas O), Preferred Stock and Warrant Purchase Agreement (Icg Services Inc)

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Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Documents to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of such Equity Documents and to consummate the Transactionstransactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at the Initial Closing, such Purchaser will have duly executed and delivered each of the other Equity Documents to be executed and delivered by it at or prior to the Initial Closing. This Agreement constitutes, and each of the other Equity Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally or (b) general principles of equity that restrict the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Securities Purchase Agreement (Frontline Capital Group)

Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Transaction Documents to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of such Equity Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, such Purchaser will have duly executed and delivered each of the other Equity Transaction Documents to be executed and delivered by it at or prior to the Closing. This Agreement constitutes, and each of the other Equity Transaction Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' ’ rights generally or (b) general principles of equity that restrict the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Securities Purchase Agreement (Pure Biofuels Corp)

Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Transaction Documents to which it is a party and has taken all action necessary to authorize the execution, delivery and performance by it of such Equity Transaction Documents and to consummate the Transactionstransactions contemplated hereby and thereby. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at the Closing, such Purchaser will have duly executed and delivered each of the other Equity Transaction Documents to be executed and delivered by it at or prior to the Closing. This Agreement constitutes, and each of the other Equity Transaction Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws of general application relating to or affecting the enforcement of creditors' rights generally or (b) general principles of equity that restrict the availability (regardless of equitable remedieswhether such enforceability is considered in a proceeding in equity or at law).

Appears in 1 contract

Samples: Securities Purchase Agreement (Plainfield Asset Management LLC)

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Organization; Authorization; Enforceability. Such Purchaser is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all corporate or limited liability company requisite power and authority to own its properties and assets and to carry on its business as it is now being conducted and as currently proposed to be conducted. Such Purchaser has the power to execute, deliver and perform its obligations under each of the Equity Documents to which it is a party and has taken all necessary action necessary to authorize the execution, delivery and performance by it of such Equity Documents and to consummate the Transactions. No other proceedings on the part of such Purchaser are necessary for such authorization, execution, delivery and consummation. Such Purchaser has duly executed and delivered this Agreement and, at on the ClosingInitial Conditions Date, such Purchaser will have duly executed and delivered each of the other Equity Documents to be executed and delivered by it at on or prior to Closingthe Initial Conditions Date. This Agreement constitutes, and each of the other Equity Documents to which such Purchaser is a party, when executed and delivered by such Purchaser, will constitute, a legal, valid and binding obligation of such Purchaser Purchaser, enforceable against such Purchaser in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganization, or other laws of general application affecting enforcement of creditors' rights or (b) general principles of equity that restrict the availability of equitable remedies.

Appears in 1 contract

Samples: Preferred Stock and Warrant Purchase Agreement (Avaya Inc)

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