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Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyer and shall constitute the legal, valid and binding obligations of such Buyer enforceable against such Buyer in accordance with their respectiveits terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’creditors’ rights and remedies.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of suchthe Buyer and shall constitute the legal,is a valid and binding obligationsagreement of suchthe Buyer enforceable against suchthe Buyer in accordance with their respectiveits terms, exceptsubject as suchto enforceability may be limited byto # general principles of equity orand to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.remedies and # public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transaction contemplated hereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members .

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of suchthe Buyer and shall constitute the legal,is a valid and binding obligationsagreement of suchthe Buyer enforceable against suchthe Buyer in accordance with their respectiveits terms, exceptsubject as suchto enforceability may be limited byto # general principles of equity orand to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.remedies and # public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of this Agreement by the Buyer and the consummation by it of the transaction contemplated hereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members.

Validity; Enforcement.Authority; Enforceability. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyerby the Purchaser, and shall constitutethis Agreement constitutes the legal, valid and binding obligations of such Buyerthe Purchaser, enforceable against such Buyerthe Purchaser in accordance with their respectiveits terms, except as such enforceability mayenforcement shall be limited by bankruptcy, insolvency, moratorium or similar law affecting creditors’ rights generally and subject to general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.equity.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of suchthe Buyer and shall constitute the legal,is a valid and binding obligationsagreement of suchthe Buyer enforceable against suchthe Buyer in accordance with their respectiveits terms, exceptsubject as suchto enforceability may be limited byto # general principles of equity orand to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.remedies and # public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of suchthe Buyer and shall constitute the legal,is a valid and binding obligationsagreement of suchthe Buyer enforceable against suchthe Buyer in accordance with their respectiveits terms, exceptsubject as suchto enforceability may be limited byto # general principles of equity orand to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.remedies and # public policy underlying any law, rule or regulation (including any federal or state securities law, rule or regulation) with regards to indemnification, contribution or exculpation. The execution and delivery of the Transaction Documents (as defined in Section 3(b) hereof ) by the Buyer and the consummation by it of the transactions contemplated hereby and thereby do not conflict with the Buyer’s certificate of organization or operating agreement or similar documents, and do not require further consent or authorization by the Buyer, its managers or its members .

Validity;Authorization; Enforcement. This Agreement has been duly and validly authorized,authorized. This Agreement has been duly executed and delivered on behalf of such Buyerthe Buyer, and shall constitute the legal,this Agreement constitutes a valid and binding obligationsagreement of suchthe Buyer enforceable against such Buyer in accordance with their respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies.its terms.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of such Buyerby Purchaser and shall constituteconstitutes the legal, valid and binding obligationsobligation of such Buyer enforceable against such Buyer in accordance with their respective terms,Purchaser, except as such enforceabilityenforcement thereof may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation andmoratorium or other similar laws relating to,to or affecting generally, the enforcement of applicable creditors’creditors' rights and remedies.generally or by general equity principles.

Validity; Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalfby such Seller and constitutes the valid and legally binding obligation of such Buyer and shall constitute the legal, valid and binding obligations of such BuyerSeller, enforceable against such Buyer in accordance with their respective terms,its terms and conditions, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidationmoratorium or similar Laws affecting creditors’ rights generally and other similar laws relating to,by general equitable principles (whether considered in a proceeding at law or affecting generally, the enforcement of applicable creditors’ rights and remedies.in equity).

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