Validity; Enforceability; No Authorization Necessary Clause Samples

Validity; Enforceability; No Authorization Necessary. All of the material leases, written contracts and other material agreements, commitments or instruments related to Xtend’s and Subsidiary’s business, by which Xtend or Subsidiary is bound, or pursuant to which it has any material rights or obligations, (the “Contracts”), are listed on the attached Schedule 5. 6.1. Neither Xtend, the Subsidiary, and to Xtend’s knowledge, nor other party is in material default with respect to any Contract and there are no facts which, with the giving of notice, the passage of time, or both, would constitute a material default under any Contract. To the Company’s knowledge, each Contract is valid and enforceable in accordance with its terms and in full force and effect and, to the Company’s knowledge will continue to be legal, valid, binding and enforceable and in full force and effect on identical terms following consummation of the transactions contemplated hereby, except as the same may be limited by bankruptcy, insolvency, moratorium, and other laws of general application affecting the enforcement of creditors’ rights and by the availability of equitable remedies. With respect to the Contracts, no authorization is required in connection with Xtend’s execution, delivery and performance of this Agreement and the consummation of any transaction contemplated hereby. As of the date hereof, no party has repudiated any material provision of any Contracts, and as of the Closing, no party will have repudiated any material provision of any Contracts. Neither Xtend nor Subsidiary knows of any customer that will cease to do business on substantially the same terms and substantially the same levels as a result of the transactions contemplated hereby. For purposes of this Section 5.6.1, a “material agreement” is any agreement that by its terms or in its application involves a commitment by one party to the other of more than $5,000.
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Related to Validity; Enforceability; No Authorization Necessary

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

  • Validity; Enforceability This Agreement has been duly executed and delivered by the Company, and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by, or subject to, any bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and subject to general principles of equity.

  • Authorization; Enforceability The Transactions are within each Loan Party’s organizational powers and have been duly authorized by all necessary organizational actions and, if required, actions by equity holders. The Loan Documents to which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal, valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

  • Authority; Enforceability This Agreement and other agreements delivered together with this Agreement or in connection herewith have been duly authorized, executed and delivered by the Subscriber and are valid and binding agreements enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and to general principles of equity; and Subscriber has full corporate power and authority necessary to enter into this Agreement and such other agreements and to perform its obligations hereunder and under all other agreements entered into by the Subscriber relating hereto.

  • Power, Authorization and Enforceability The Indenture Trustee has the power and authority to execute deliver and perform the terms of this Indenture. The Indenture Trustee has authorized the execution, delivery and performance of the terms of this Indenture. This Indenture is the legal, valid and binding obligation of the Indenture Trustee enforceable against the Indenture Trustee, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating to or affecting the enforcement of creditors’ rights or by general equitable principles.