Validity of Agreement, etc Sample Clauses

The 'Validity of Agreement' clause establishes that the contract is legally binding and enforceable between the parties. It typically clarifies that the agreement remains effective even if certain provisions are found invalid or unenforceable, ensuring that the rest of the contract continues to operate as intended. This clause is essential for maintaining the integrity of the agreement, as it prevents the entire contract from being voided due to minor legal issues with specific terms.
Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon Issuer and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Neither the execution and delivery of this Agreement by the Issuer nor the consummation of the transactions contemplated hereby, nor any action of the Issuer contemplated by this Agreement, will violate any provision of the Articles of Incorporation or By-Laws of the Issuer, nor will such actions violate or be in conflict with or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of, any debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien, or other encumbrance upon any property or assets of the Issuer under any agreement or commitment to which the Issuer is a party, or by which the Issuer is bound, or to which the property of the Issuer is subject, or violate any statute or law or any judgment, decree, order, regulation, or rule of any court or governmental authority.
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Validity of Agreement, etc. THE Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant or in respect of the necessity or the extent of any adjustment to the Warrant Exercise Price or the number of Warrant Shares purchasable under a Warrant; nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization, reservation, value or registration under securities laws of any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, as to whether any Warrant Share (or other stock) will, when o issued, be validly issued, fully paid and non-assessable, or as to the Warrant Price or the number of amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant or the method employed in making any adjustment to the foregoing.
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Validity of Agreement, etc. This Agreement is, or will be at the -------------------------- Closing, valid and binding upon each of the respective Sellers and is, or will be at the Closing, enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization or other laws affecting generally the enforcement of creditors' rights and except to the extent that courts may award money damages rather than specific performance of contractual provisions. Except as set forth in a schedule to be delivered by Sellers to Buyer as provided in Section 9.1.1 hereof ("DISCLOSURE SCHEDULE"), each of the Sellers, respectively, have, or will have on the Closing Date, valid marketable title to the Company Shares, free and clear of any restrictions, claims, liens, pledges, hypothecation and encumbrances of or by others, and full power and authority to transfer and deliver the Company Shares to Buyer as contemplated in this Agreement, including all Company Shares held in trust by any of the Sellers. Except as set forth in the DISCLOSURE SCHEDULE, neither the execution and delivery of this Agreement by Sellers nor the consummation of the transactions contemplated hereby by any or all of them will violate any provision of the Articles of Incorporation or By-Laws of the Company, nor to the knowledge of the Sellers will such actions violate, or be in conflict with, or constitute a default (or an event which, with notice or lapse of time or both, would constitute a default) under, or result in the termination of, or accelerate the performance required by, or cause the acceleration of the maturity of any material debt or obligation pursuant to, or result in the creation or imposition of any security interest, lien or other encumbrance upon any property or assets of the Company under any material agreement or commitment to which the Company is a party or by which the Company is bound, or to which the property of the Company is subject, or violate any statute or law or any judgment, decree, order, regulation or rule of any court or governmental authority.
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Validity of Agreement, etc. Ownership of the Company Shares. 6 -------------------------------
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Validity of Agreement, etc. A. This Agreement shall have priority over the Asset Transfer Agreement, and with respect to the matters not specified under this Agreement, the Asset Transfer Agreement, the Cable TV Network Service Agreement (March 25, 1999) entered into for the provision of value-added services, and the Agreement on Provision of HFC Network (January 19, 2001) shall apply to the extent that the terms and conditions of such agreements doe not amend, reduce, expand, contradict nor interfere with the content and scope of application of this Agreement, except for those matters that may not be applicable due to their nature. B. This Agreement shall be valid from the date that the representatives of both parties affix their seals hereto. C. To witness the entering of this Agreement, two copies of this Agreement shall be prepared and each party shall obtain and keep a copy.
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Validity of Agreement, etc. The Warrant Agent shall not be under any responsibility in respect of the validity of this Agreement or the execution and delivery hereof (except the due execution hereof by the Warrant Agent) or in respect of the validity or execution of any Warrant (except its countersignature thereof) or in respect of the necessity or the extent of any adjustment to the Warrant Exercise Price or the number of Warrant Shares purchasable under a Warrant; nor shall the Warrant Agent by any act hereunder be deemed to make any representation or warranty as to the authorization, reservation, value or registration under securities laws of any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any securities laws of any Warrant Shares (or other stock) to be issued pursuant to this Agreement or any Warrant, or as to whether any Warrant Shares (or other stock) will, when issued, be validly issued, fully paid and non-assessable, or as to the Warrant Exercise Price or the number or amount of Warrant Shares or other securities or other property issuable upon exercise of any Warrant or the method employed in making any adjustment to the foregoing.
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Related to Validity of Agreement, etc

  • Validity of Agreement The Company shall be precluded from asserting in any Proceeding, including, without limitation, an action under Section 12 (a) above, that the provisions of this Agreement are not valid, binding and enforceable or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the provisions of this Agreement.

  • Validity of Agreements Each of this Agreement and the Indenture has been duly executed and delivered on behalf of the Republic and constitutes a valid and binding obligation of the Republic, enforceable against the Republic in accordance with its terms.

  • Authorization; Validity of Agreement (a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions, subject to the approval and adoption of this Agreement by the affirmative vote of the requisite holders of the outstanding shares of Company Capital Stock (the “Company Required Vote”). The execution, delivery, and performance by the Company hereof and the consummation by the Company of the Transactions have been duly authorized by the Board of Directors of the Company (the “Company Board”). The Company Board has directed that this Agreement and the Transactions be submitted to the Company’s stockholders for approval and adoption at a meeting of such stockholders and, except for the approval and adoption hereof by the Company Required Vote and the filing of the Certificate of Merger pursuant to the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery, and performance hereof by the Company and the consummation of the Transactions. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery hereof by the Parent and Merger Sub, is a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforcement may be subject to or limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other similar Laws, now or hereafter in effect, relating to or affecting creditors’ rights and remedies generally and (ii) the effect of general principles of equity. (b) Assuming the accuracy of Section 5.15, the Company Board has taken all requisite action that is necessary so that the restrictions on “business combinations” between the Company and an “interested stockholder” as provided in Section 203 of the DGCL are inapplicable to the Merger and any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby. No “moratorium,” “control share,” “fair price” or other antitakeover Laws are applicable to the Merger or any of the other Transactions, including the Consent Agreements and the transactions contemplated thereby.

  • Authorization and Validity of Agreement Such party has all requisite power and authority to execute, deliver and perform its obligations under this Agreement, the agreements and instruments to which it is to be a party required to effect the Restructuring (the “Restructuring Agreements”) and the agreements to be delivered by it at the Closing pursuant to Section 5.3 (the “Other Agreements”). The execution, delivery and performance by such party of this Agreement, the Restructuring Agreements and the Other Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors, managing members or analogous governing body of such party and, to the extent required by law, its stockholders or members, and no other corporate or other action on its part is necessary to authorize the execution and delivery by such party of this Agreement, the Restructuring Agreements and the Other Agreements, the performance by it of its obligations hereunder and thereunder and the consummation by it of the transactions contemplated hereby and thereby. This Agreement has been, and each of the Restructuring Agreements and each of the Other Agreements, when executed and delivered, will be, duly executed and delivered by such party and each is, or will be, a valid and binding obligation of such party, enforceable in accordance with its terms.

  • Authorization and Validity of Agreements The Purchaser has all requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement, the performance by the Purchaser of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of the Purchaser. This Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser in accordance with its respective terms.