Authority and Capacity of the Purchaser Sample Clauses

Authority and Capacity of the Purchaser. The Purchaser represents, warrants and undertakes to and with the Vendor that each of the following statements is at the date of this Agreement, and shall at Completion be, true and accurate and not misleading: 8.9.1 the Purchaser is an entity duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment; 8.9.2 subject to Clause 4.1, the Purchaser has the legal right and full power and authority to enter into and perform this Agreement and any other Transactions Documents to which it is a party, which when executed shall constitute valid and binding obligations on it, in accordance with their respective terms; 8.9.3 subject to Clause 4.1, the execution, delivery and performance of this Agreement and any other Transactions Documents to which the Purchaser is a party has been duly authorised and approved by all necessary corporate (or equivalent) action and no other corporate (or equivalent) approval is required by it; and 8.9.4 subject to Clause 4.1, the execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and any other Transactions Documents to which it is a party shall not (a) result in a breach of (i) any provision of its constitutional documents; or (ii) any law, regulation, order, judgment or decree applicable to it; or (b) require any consent or approval of any Governmental Authority.
Sample 1
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Authority and Capacity of the Purchaser. 1.1 The Purchaser has been duly incorporated and validly exists under the Laws of its jurisdiction and has the necessary corporate capacity and power to enter into the Agreement and to perform its obligations under the Agreement. 1.2 All corporate and other actions required to be taken by the Purchaser to authorise the execution of the Agreement and the performance of their obligations under the Agreement has been duly taken or will have been duly taken by Completion. 1.3 The Agreement has been duly executed on behalf of the Purchaser and constitutes legal, valid and binding obligations of the Purchaser, enforceable in accordance with its terms. 1.4 The execution and performance of the Agreement do not conflict with or result in a breach of any provision of the articles of association or equivalent constitutional documents of the Purchaser or any provision of any applicable Law. 1.5 The Purchaser has not been declared bankrupt and no action or request is pending or threatened to declare the Purchaser bankrupt. The Purchaser has not filed for nor has been granted a moratorium of payment and no similar action under any legislation has been taken nor is the Purchaser involved in or subject to any other form of bankruptcy, insolvency, suspension of payments, administration, arrangement or scheme with creditors, moratorium agreement with creditors or other form of loss of free management in any jurisdiction. No events have occurred which under Law would justify the Purchaser becoming involved in, or subject to any of the foregoing. 1.6 The funds which the Purchaser will use to finance the Transaction originate from legal sources and the use of such funds in the Transaction does not violate any applicable laws of any relevant jurisdiction, in particular relating to international sanction regimes or to laws on combating money laundering and terrorist financing.
Sample 1
Authority and Capacity of the Purchaser. The Purchaser warrants and undertakes to and with the Vendor that each of the following statements is at the date of this Agreement, and will at Completion be, true and accurate and not misleading: 9.12.1 it is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation; 9.12.2 it has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents to which it is a party, which when executed will constitute valid and binding obligations on it, in accordance with their respective terms; 9.12.3 the execution, delivery and performance of this Agreement and any other Transaction Documents to which it is a party has been duly authorized and approved by all necessary corporate action and no other corporate approval is required by it; and 9.12.4 the execution and delivery of, and the performance by it of its obligations under, this Agreement and any other Transaction Documents to which it is a party will not (a) result in a breach of (i) any provision of its certificate of incorporation or bylaws or (ii) any law, regulation, order, judgment or decree applicable to it and (b) require any consent or approval of any Governmental Authority.
Sample 1
Authority and Capacity of the Purchaser. The Purchaser is duly incorporated and validly existing under the laws of the State of Delaware.
Sample 1
Authority and Capacity of the Purchaser. 1.1 Nextera is a company duly incorporated, validly existing and in good standing under the laws of the State of Delaware of the United States of America. 1.2 As of the date of this Agreement, the authorized capital stock of Nextera consists solely of 50,000,000 shares of Class A Common Stock, par value US$0.001 per share (the "Nextera Class A Common Stock"), of which 16,811,740 shares were issued and outstanding as of such date; of 4,300,000 shares of Class B Common Stock, par value US$0.001 per share (the "Nextera Class B Common Stock"), of which 4,274,630 shares were issued and outstanding as of such date; and of 10,000,000 shares of Preferred Stock"), of which no shares were issued and outstanding as of such date. As of the date of this Agreement, other than: (i) options to purchase 3,043,000 shares of Nextera Class A Common Stock which have been issued to employees pursuant to Nextera's 1998 Equity Participation Plan and not yet exercised; (ii) options for 581,760 shares of Class A Common Stock which have been issued to certain employees of Lexecon Inc. and not yet exercised; (iii) 1,450,240 shares of Class A Common Stock reserved for issuance to certain former shareholders of Lexecon Inc. under certain circumstances set forth in that certain Contribution Agreement pursuant to which the Lexecon stock was acquired; (iv) 197,813 shares of Class A Common Stock reserved for issuance to certain former shareholders of Sibson Canada in exchange for shares currently owned by such shareholders in Sibson Canada Co.; (v) a warrant to acquire 250,000 shares of Class A Common Stock held by Knowledge Universe, Inc.; (vi) the right of the holders of certain debt obligations of Nextera to convert such debt into preferred stock under certain circumstances there are no shares of the Nextera Stock authorized and reserved for issuance, and Nextera has no commitment to authorize, issue, or sell shares of Nextera Stock of any class or series, or any right or option to purchase shares of any class or series, except pursuant to this Agreement and the Stockholders Agreement. 1.3 Other than as aforesaid no person has the right (whether exercisable now or in the future and whether contingent or not) to call for the allotment, conversion, issue, sale or transfer of any share or loan capital or any other security giving rise to a right over the capital of Nextera under any option or other agreement (including conversion rights and rights of pre-emption) and there are no Encumbran...
Sample 1
Authority and Capacity of the Purchaser. The Purchaser hereby warrants to the Seller Holdco and its successors in title that as at the date of this Agreement:
Sample 1
Authority and Capacity of the Purchaser. The Purchaser represents and warrants to the Vendors that each of the following statements is at the date of this Agreement, and will up to Completion be, true and accurate and not misleading: (a) the Purchaser is a company duly incorporated and validly existing under the laws of BVI; (b) the Purchaser has the legal right and full power and authority under its constitutive documents and under applicable laws to enter into and perform its obligations under this Agreement and any Other Documents to which it is a party, which when executed will constitute valid and binding obligations on it, and enforceable in accordance with their respective terms; (c) the execution and delivery by the Purchaser of, and the performance by it of its obligations under, this Agreement and any Other Documents to which it is a party have been duly authorised and approved by all requisite corporate actions on the part of the Purchaser and no other corporate approval is required by it; and (d) the execution and delivery by the Purchaser, and the performance by it of its obligations under, this Agreement and any Other Documents to which it is a party will not result in a breach or violation of or otherwise constitute or give rise to a default under (i) any provision of its memorandum or articles of association or equivalent constitutive documents; or (ii) any agreement, judgment, order, arbitration award or other obligation binding upon it or any of its property; or (iii) any applicable laws.
Sample 1
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Authority and Capacity of the Purchaser. The Purchaser hereby warrants and undertakes to and with the Vendor that: 6.8.1 It is a company duly incorporated and validly existing under the laws of the Cayman Islands. 6.8.2 It has the legal right and full power and authority, and no further action, approval or consent is required to be taken or obtained for it, to enter into and perform this Agreement and any other Definitive Agreement to which it is a party, which when executed will constitute valid and binding obligations on the Purchaser, in accordance with their respective terms. 6.8.3 The execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement and any other Definitive Agreement to which it is a party will not and are not likely to: (i) result in a breach of any applicable law or regulations or of any provision of the memorandum or articles of association of the Purchaser; or (ii) result in a breach of, or give any third party a right to terminate or modify, or result in the creation of any Encumbrance under, any agreement, licence or other instrument or result in a breach of any order, judgment or decree of any Government Entity to which the Purchaser is a party or by which the Purchaser or any of its assets is bound.
Sample 1
Authority and Capacity of the Purchaser. 1.1 The Purchaser has the legal right and full power and authority to enter into and perform this Agreement and any other Transaction Documents which when executed will constitute a valid and binding obligation. 1.2 The execution and delivery of, and the performance by the Purchaser of its obligations under this Agreement and Transaction Documents will not result in a breach of any provision of any constitutional document of the Purchaser or result in a breach of any rule or regulation of a governmental agency or regulatory body to which the Purchaser is regulated as the case may be.
Sample 1

Related to Authority and Capacity of the Purchaser

  • Authority and Capacity Contractor and Contractor’s signatory each warrant and represent that each has full authority and capacity to enter into this Contract.

  • Outage Authority and Coordination Developer and Connecting Transmission Owner may each, in accordance with NYISO procedures and Good Utility Practice and in coordination with the other Party, remove from service any of its respective Attachment Facilities or System Upgrade Facilities and System Deliverability Upgrades that may impact the other Party’s facilities as necessary to perform maintenance or testing or to install or replace equipment. Absent an Emergency State, the Party scheduling a removal of such facility(ies) from service will use Reasonable Efforts to schedule such removal on a date and time mutually acceptable to both the Developer and the Connecting Transmission Owner. In all circumstances either Party planning to remove such facility(ies) from service shall use Reasonable Efforts to minimize the effect on the other Party of such removal.

  • Authority and Approval (a) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver this Agreement, to consummate the transactions contemplated hereby and to perform all of the terms and conditions hereof to be performed by it. The execution and delivery of this Agreement, the consummation of the transactions contemplated hereby and the performance of all of the terms and conditions hereof to be performed by the Partnership Parties have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each of the Partnership Parties. This Agreement has been duly executed and delivered by or on behalf of each of the Partnership Parties and constitutes the valid and legally binding obligation of each of them, enforceable against each of the Partnership Parties in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity). (b) Each of the Partnership Parties has full limited partnership or limited liability company power and authority, as applicable, to execute and deliver each Partnership Ancillary Document to which it is a party, to consummate the transactions contemplated thereby and to perform all of the terms and conditions thereof to be performed by it. The execution and delivery of each of the Partnership Ancillary Documents, the consummation of the transactions contemplated thereby and the performance of all of the terms and conditions thereof to be performed by each of the Partnership Parties which is a party thereto have been duly authorized and approved, by all requisite limited partnership action or limited liability company action, as applicable, of each such party. When executed and delivered by each of the Partnership Parties party thereto, each Partnership Ancillary Document will constitute a valid and legally binding obligation of each of the Partnership Parties that is a party thereto, enforceable against each such Partnership Party in accordance with its terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights and remedies generally and by general principles of equity (whether applied in a proceeding at law or in equity).

  • AUTHORITY APPROVALS Except as otherwise indicated elsewhere in this Agreement, wherever in this Agreement approvals are required to be given or received by Authority, it is understood that the CEO, or a designee of the CEO, is hereby empowered to act on behalf of Authority.

  • Capacity; Authority; Validity Allseas has all necessary capacity, power and authority to enter into this Agreement and to perform all the obligations to be performed by Allseas’ hereunder; this Agreement and the consummation by Allseas of the transactions contemplated hereby has been duly and validly authorized by all necessary action of Allseas; this Agreement has been duly executed and delivered by Allseas; and assuming the due execution and delivery of this Agreement by the Company, this Agreement constitutes the legal, valid and binding obligation of the Company enforceable against Allseas in accordance with its terms.

  • Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and in any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series #TICKER Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things: (i) purchase and maintain insurance coverage for the Series #TICKER Asset for the benefit of the Series; (ii) engage third party independent contractors for the care, custody, maintenance and management of the #TICKER Asset; (iii) develop standards for the care and transportation of the Series #TICKER Asset while in and outside of storage, as applicable; (iv) reasonably make all determinations regarding the calculation of fees, expenses and other amounts relating to the Series #TICKER Asset paid by the Asset Manager hereunder; (v) deliver invoices to the managing member of the Company for the payment of all fees and expenses incurred by the Series in connection with the maintenance and operation of the Series #TICKER Asset and ensure delivery of payments to third parties for any such services; and (vi) generally perform any other act necessary to carry out its obligations under this Agreement. (b) The Asset Manager shall have full responsibility for the maintenance of the Series #TICKER Asset and handling of inspections. (c) The Asset Manager shall devote such time to its duties under this Agreement as may be deemed reasonably necessary by the Asset Manager in light of the understanding that such duties are expected to be performed only at occasional or irregular intervals. (d) The Asset Manager may delegate all or any of its duties under this Agreement to any Person who shall perform such delegated duties under the supervision of the Asset Manager on such terms as the Asset Manager shall determine. (e) Notwithstanding any other provision of this Agreement to the contrary, the Asset Manager shall not have the authority to: (i) acquire any asset or service for an amount equal to or greater than 1% of the value of the Series #TICKER Asset as of such date, individually, or 3% of the value of the Series #TICKER Asset as of such date, in the aggregate, without the prior consent of the managing member of the Series; or (ii) sell, transfer or convey the Series #TICKER Asset, provided, however, that the Asset Manager may deliver to the managing member of the Company any offers received by the Asset Manager to purchase the Series #TICKER Asset and any research or analysis prepared by the Asset Manager regarding the potential sale of the Series #TICKER Asset, including market analysis, survey results or information regarding any inquiries received and information regarding potential purchasers.

  • Organization and Authority of the Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Cayman Islands and has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to timely consummate the transactions contemplated hereby and thereby. The Purchaser is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it or the operation of its business makes such licensing or qualification necessary, except to the extent that the failure to be so licensed or qualified and in good standing would not (a) materially adversely affect the ability of the Purchaser to carry on its business or (b) individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect. The execution and delivery by the Purchaser of this Agreement and the Ancillary Agreements to which it is a party, the performance by the Purchaser of its obligations hereunder and thereunder and the consummation by the Purchaser of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Purchaser and its shareholders. This Agreement has been, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall have been, duly executed and delivered by the Purchaser, and (assuming due authorization, execution and delivery by the Seller) this Agreement constitutes, and upon their execution the Ancillary Agreements to which the Purchaser is a party shall constitute, legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). No action by the shareholders of the Purchaser is necessary, including, without limitation, pursuant to Nasdaq rules and regulations, to authorize this Agreement and the Ancillary Agreements or to timely consummate the transactions contemplated hereby and thereby (including the issuance of the Purchaser Shares comprising the Consideration). The Purchaser is and will at all times be in full compliance with all Nasdaq rules and regulations with respect to the absence of a shareholder vote in connection with the authorization of this Agreement and the Ancillary Agreements (including the issuance of the Purchaser Shares comprising the Consideration).

  • Authority and Compliance Borrower has full power and authority to execute and deliver the Loan Documents and to incur and perform the obligations provided for therein, all of which have been duly authorized by all proper and necessary action of the appropriate governing body of Borrower. No consent or approval of any public authority or other third party is required as a condition to the validity of any Loan Document, and Borrower is in compliance with all laws and regulatory requirements to which it is subject.

  • Authority of the Company To carry out its purposes, the Company, consistent with and subject to the provisions of this Agreement and applicable law, is empowered and authorized to do any and all acts and things incidental to, or necessary, appropriate, proper, advisable, or convenient for, the furtherance and accomplishment of its purposes.

  • Authority and Power All authority and power granted to the Servicer under this Agreement shall automatically cease and terminate upon termination of this Agreement and shall pass to and be vested in the Borrower and, without limitation, the Borrower is hereby authorized and empowered to execute and deliver, on behalf of the Servicer, as attorney-in-fact or otherwise, all documents and other instruments, and to do and accomplish all other acts or things necessary or appropriate to effect the purposes of such transfer of servicing rights. The Servicer agrees to cooperate with the Borrower in effecting the termination of the responsibilities and rights of the Servicer to conduct servicing of the Collateral Portfolio.

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