Authority and Capacity of the Sellers Sample Clauses

Authority and Capacity of the Sellers. 3.1 Each of the Sellers has all necessary right, power and authority to enter into and perform its obligations under this Agreement and each document to be executed at or before Completion. 3.2 This Agreement constitutes (or will when executed constitute) binding and enforceable obligations on the Sellers in accordance with its terms.
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Authority and Capacity of the Sellers. (a) Each Seller has taken all necessary action and has all requisite power, authority and capacity to enter into this Agreement and the Transaction Documents to which such Seller is a party and to consummate the transactions contemplated hereby and thereby. Each Seller that is a body corporate has duly authorized by all necessary corporate action on its part the execution, delivery and performance of this Agreement and the Transaction Documents to which such Seller is a party and the consummation of the transactions contemplated hereby and thereby and no other corporate action on the part of any Seller who a body corporate is necessary to authorize the execution and delivery by any such Seller of the Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby. (b) This Agreement and each Transaction Document to which the Sellers are or will be a party have been or, if to be executed and delivered by the Sellers after the date hereof and at or prior to the closing, will be duly executed and delivered by the Sellers and constitute or will then constitute the valid and binding obligations of the Sellers enforceable against the Sellers in accordance with their terms.
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Authority and Capacity of the Sellers. Each Seller warrants to the Purchaser that, in respect of itself: 9.1.1 it has the requisite power and authority, and has taken all actions necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; 9.1.2 this Agreement, when executed by it, constitutes its lawful, valid and binding obligations pursuant to the terms hereof; 9.1.3 the execution and delivery of, and the performance by it of its obligations under this Agreement will not: (a) in the case of any corporate Seller, result in a breach of any provision of its articles of association; (b) result in a breach of, or constitute a default under, any instrument to which it is a party or by which it is bound and which is material in the context of the transaction contemplated by this Agreement; or (c) result in a breach of any order, judgment or decree of any court or governmental authority to which it is a party or by which it is bound and which is material in the context of the transaction contemplated by this Agreement.
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Authority and Capacity of the Sellers. Each Seller further severally warrants and undertakes to and with and, in respect of Clause 8.4.5, covenants to the Purchaser (as to itself) that on the date of this Agreement:
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Authority and Capacity of the Sellers. 8.16.1 The Sellers have the legal right and full power and authority to enter into and perform their duties and obligations under this Agreement and any other documents to be executed by the Sellers pursuant to or in connection with this Agreement. 8.16.2 The execution and delivery of and the performance by the Sellers of their obligations under this Agreement and any other documents to be executed by the Sellers pursuant to or in connection with this Agreement will not: (i) result in any breach of any provision of the articles of association of the Sellers; or (ii) result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body.
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Authority and Capacity of the Sellers. 6.1 Each Seller has all necessary power and authority to enter into and perform its obligations under this Agreement and all agreements to be entered into by such Seller pursuant to this Agreement and when executed will constitute valid and binding obligations on such Seller in accordance with their terms. 6.2 The sale of the Shares by each Seller under this Agreement: 6.2.1 will not result in a breach of any provision of the memorandum or articles of association of that Seller; 6.2.2 will not result in a breach of any order, judgment or decree of any court or governmental, administrative or regulatory body or agency to which either Seller is party or by which that Seller is bound; and 6.2.3 does not require the consent of any third party which will not have been obtained by Completion. 6.3 All corporate action required by each Seller validly and duly to authorise the execution and delivery of, and to exercise its rights and perform its obligations under, this Agreement and any other documents to be executed by it pursuant to or in connection with this Agreement has been duly taken.
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Authority and Capacity of the Sellers. 1.1. Each of the Sellers 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 action required to be taken by the Sellers 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 Sellers and constitutes legal, valid and binding obligations of the Sellers, enforceable in accordance with their terms. 1.4. The execution and performance of the Agreement do not conflict with or result in a breach of any material provision of the articles of association of the Sellers or any material provision of any applicable law. 1.5. No approval, consent, license or notice to any regulatory or governmental body must be obtained or made by the Sellers in connection with the execution and performance by the Sellers of this Agreement.
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Authority and Capacity of the Sellers. Each of the Sellers warrants to the Purchaser that, in respect of itself: (a) it has the requisite power and authority, and has taken all actions necessary to execute, deliver and exercise its rights, and perform its obligations, under this Agreement; (a) it, in the case of any corporate Seller, is duly organised and validly existing under the laws of its respective jurisdiction of incorporation; (b) this Agreement, when executed by it, constitutes its lawful, valid and binding obligations pursuant to the terms hereof; (c) the execution and delivery of, and the performance by it of its obligations under this Agreement will not: (i) in the case of any corporate Seller, result in a breach of any provision of its articles of association; or (ii) result in a breach of any order, judgment or decree of any court or governmental authority to which it is a party or by which it is bound and which is material in the context of the transaction contemplated by this Agreement.
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Authority and Capacity of the Sellers. The Sellers have full power and authority to enter into and perform this agreement and the Warrantors have full power and authority to enter into and perform the Tax Covenant each of which when executed will constitute binding obligations on them (as applicable) in accordance with their respective terms.
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Related to Authority and Capacity of the Sellers

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

  • 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 PARTIES In accordance with the National Aeronautics and Space Act (51 U.S.C. § 20113), this Agreement is entered into by the National Aeronautics and Space Administration, located at 000 X Xxxxxx XX, Xxxxxxxxxx, XX 00000 (hereinafter referred to as "NASA") and Xxxxxx Space Systems, Inc., located at 0000 Xxxxxxxx Xx., Xxxxxx, XX 00000 (hereinafter referred to as "Partner" or "Xxxxxx"). NASA and Partner may be individually referred to as a "Party" and collectively referred to as the "Parties."

  • 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).

  • 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.

  • 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 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.

  • 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.

  • Accuracy of the Company’s Representations and Warranties Each of the representations and warranties of the Company in this Agreement and the other Transaction Documents that are qualified by materiality or by reference to any Material Adverse Effect shall be true and correct in all respects, and all other representations and warranties shall be true and correct in all material respects, as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all respects as of such date.

  • Authority of Seller Seller has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which Seller is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement and any other Transaction Document to which Seller is a party, the performance by Seller of its obligations hereunder and thereunder and the consummation by Seller of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Seller. This Agreement has been duly executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which Seller is or will be a party has been duly executed and delivered by Seller (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

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