No Violation of Other Instruments. The execution and delivery of this Agreement and the Seller Closing Documents and the performance by Seller of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Seller and, assuming execution of this Agreement by Buyer, this Agreement and each of the Seller Closing Documents will constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, subject as to enforcement only: (i) to bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws of general applicability relating to or affecting creditors' rights generally; and (ii) to general principles of equity.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Varian Associates Inc /De/), Asset Purchase Agreement (Novellus Systems Inc)