Common use of Validity and Enforceability Clause in Contracts

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 3 contracts

Sources: Securities Purchase Agreement (Hillenbrand, Inc.), Securities Purchase Agreement (TreeHouse Foods, Inc.), Securities Purchase Agreement (Henry Jack & Associates Inc)

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when has been duly executed and delivered by the CompanyCompany and represents the legal, the valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, fraudulent conveyance and other similar laws and principles of general application equity affecting enforcement of creditors’ rights and remedies generally, and by laws related to . No further action on the availability part of specific performance, injunctive relief the Company is or other equitable remedieswill be required in connection with the transactions contemplated hereby.

Appears in 3 contracts

Sources: Subscription Agreement (Chuy's Holdings, Inc.), Subscription Agreement (Chuy's Holdings, Inc.), Subscription Agreement (Chuy's Holdings, Inc.)

Validity and Enforceability. This Agreement is, and each of the other agreements, documents and instruments and documents of contemplated hereby to which the Company contemplated hereby will is a party shall be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Sources: Securities Purchase Agreement (Global Water Resources, Inc.)

Validity and Enforceability. This Agreement has been duly executed and delivered by the Company. This Agreement is, and each of the other agreementsTransaction Documents shall be, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remediesremedies (the “Remedies Exception”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Kadant Inc)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except as limited by subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium insolvency and other laws Laws affecting the rights and remedies of creditors and to general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remediesprinciples.

Appears in 1 contract

Sources: Merger Agreement (GateHouse Media, Inc.)

Validity and Enforceability. This Agreement is, and each of the all other agreements, instruments and or documents of executed by the Company contemplated hereby will be when in connection herewith have been duly executed and delivered by the Company, the and constitute legal, valid and binding obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application affecting the enforcement of creditors' rights generally, generally and by laws related to the availability general principles of specific performance, injunctive relief equity (whether considered in an action at law or other equitable remediesin equity).

Appears in 1 contract

Sources: Stock Repurchase Agreement (Bbooth, Inc.)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will shall be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remediesremedies (collectively, the “Remedies Exceptions”).

Appears in 1 contract

Sources: Merger Agreement (Trinity Biotech PLC)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Sources: Securities Purchase Agreement (Progress Software Corp /Ma)

Validity and Enforceability. This Agreement isconstitutes, and each of the other agreementsagreement, instruments instrument and documents document of the Company contemplated hereby will be when executed and delivered by the Company, the valid and legally binding obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except as limited by subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium insolvency and other similar laws affecting the rights and remedies of creditors generally and to general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remediesprinciples.

Appears in 1 contract

Sources: Merger Agreement (Omtool LTD)

Validity and Enforceability. This Agreement isThe execution, delivery and each of the other agreements, instruments and documents of performance by the Company contemplated hereby will be when executed of this Agreement have been duly authorized by all necessary corporate action and delivered by that this Agreement is a legal, valid and binding obligation of the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application or similar law affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.;

Appears in 1 contract

Sources: Interest Transfer Agreement (Franklin Covey Co)

Validity and Enforceability. This Agreement is, and each of the other agreements, documents and instruments and documents of contemplated hereby to which the Company contemplated hereby will is a party shall be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its their terms, except as limited to the extent that enforcement may be affected by applicable laws relating to bankruptcy, insolvency, reorganization, moratorium fraudulent conveyance, insolvency and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of injunctive relief, specific performance, injunctive relief or performance and other equitable remedies.

Appears in 1 contract

Sources: Securities Purchase Agreement (Cold Spring Capital Inc.)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the legal, valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws of general application affecting enforcement of creditors’ rights and remedies generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Sources: Securities Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Sources: Stock Purchase Agreement (Castle a M & Co)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when has been duly executed and delivered by the CompanyCompany and represents the legal, the valid and binding obligations obligation of the Company Company, enforceable against the Company in accordance with its terms, except as limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium moratorium, liquidation, fraudulent conveyance and other similar laws and principles of general application equity affecting enforcement of creditors' rights and remedies generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies.

Appears in 1 contract

Sources: Stock Purchase Agreement (Fidelity National Financial Inc /De/)

Validity and Enforceability. This Agreement ishas been authorized, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the Company and constitutes a valid and legally binding obligations obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable the terms thereof (subject to bankruptcy, insolvencyfraudulent transfer, reorganizationmoratorium, moratorium reorganization or similar Laws affecting the rights of creditors generally and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies).

Appears in 1 contract

Sources: Support Agreement (Philip Morris International Inc.)

Validity and Enforceability. This Agreement is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company, the valid and binding obligations of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remediesremedies (collectively, the “Remedies Exceptions”).

Appears in 1 contract

Sources: Securities Purchase Agreement (Neenah Paper Inc)