Authority and Capacity of the Vendor Sample Clauses

Authority and Capacity of the Vendor and the Company Each of the Vendor and the Company hereby jointly and severally represents, warrants and undertakes to and with the Purchaser that each of the following statements is at the date of this Agreement, and shall at Completion be, true and accurate and not misleading: 8.8.1 each of the Vendor and the Company is an entity duly organised and validly existing under the laws of its jurisdiction of incorporation or establishment; 8.8.2 each of the Vendor, the Company and Xx. Xx 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; 8.8.3 the execution, delivery and performance of this Agreement and any other Transactions Documents by each of the Vendor and the Company to which each of the Vendor and the Company 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; 8.8.4 the execution and delivery of, and the performance by each of the Vendor and the Company, 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 memorandum or articles of association or equivalent constitutional documents (to the extent applicable); or (ii) any law, regulation, order, judgment or decree applicable to it; or (b) require any consent or approval of any Governmental Authority; and 8.8.5 each of the Transactions Documents shall be legal, valid and binding and enforceable against each party thereto (other than the Purchaser) in accordance with its terms.
Sample 1
AutoNDA by SimpleDocs
Authority and Capacity of the Vendor. 1.1 The Vendor is a company duly incorporated and validly existing under the law of its incorporation. 1.2.1 The Vendor has the legal right and full power and authority to enter into, deliver and perform this Agreement and any other documents to be executed by the Vendor pursuant to or in connection with the Transaction which when executed will constitute valid and binding obligation of the Vendor, and enforceable against them in accordance with their terms. 1.2.2 Subject to applicable laws, regulations and rules, the execution, delivery and performance by the Vendor and the AMC, of this Agreement and the respective obligations in relation to the Transaction contemplated herein, do not and will not: (i) breach or constitute a default under the respective Charter Document of Vendor and AMC; (ii) result in a breach of, or constitute a default under, any Contract to which the AMC, or the Vendor is a party or by which they are bound 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 (iii) result in a violation or breach of or default under any applicable law or regulation or of any order, judgement or decree of any Court, Governmental Authority, regulatory body to which each of the Vendor or the AMC is a party or by which each of the Vendor or the AMC or any of their respective assets are bound. 1.2.3 Except for the approvals of the SEBI, FIPB, Reserve Bank of India, the Trustees, the unit holders and the corporate approvals, no consent, approval, order or authorisation of, or registration, qualification, designation, declaration or filing with, any Governmental Authority or any other Person is required in connection with the execution, delivery and performance by the Vendor or the AMC, of this Agreement and or the Transaction and
Sample 1
Authority and Capacity of the Vendor. The Vendor is a company duly incorporated and validly existing under the law of its incorporation.
Sample 1
Authority and Capacity of the Vendor. The Vendor is duly incorporated under the laws of England and Wales and has the legal right and full power and authority to enter into and perform this Agreement and any other documents to be executed by the Vendor pursuant to or in connection with this Agreement.
Sample 1
Authority and Capacity of the Vendor. 2.1.1 The Vendor has full power and authority to enter into and perform this Agreement and this Agreement when executed will constitute valid and binding obligations on the Vendor, in accordance with its terms. 2.1.2 The execution and delivery of, and the performance by the Vendor of its obligations under, this Agreement will not: result in a breach of any provision of the memorandum or articles of association of the Company by the Vendor; or result in a breach of any law, order, judgment or decree of any court or governmental agency to which the Vendor is a party or by which any Vendor is subject or bound.
Sample 1
Authority and Capacity of the Vendor. 3.1 The Vendor has full power and authority to enter into this agreement and the Tax Deed (and the other documents referred to in the agreement to which it is a party) and when executed each of this agreement and the Tax Deed (and the other documents referred to in the agreement to which it is a party) will constitute binding obligations on the Vendor in accordance with their respective terms. 3.2 The execution and delivery of, and the performance by the Vendor of its obligations under, this agreement and the Tax Deed will not result in a breach of any provision of the memorandum or articles of association of the Vendor and/or the Company or in a breach of any agreement, arrangement, order, judgment or decree of any court or any governmental agency to which the Vendor and/or the Company is a party or by which the Vendor and/or the Company or any of their assets are bound.
Sample 1

Related to Authority and Capacity of the Vendor

  • 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 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.

  • 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 of the Board The Board shall have full authority to interpret and construe the terms of the Plan and this Option Agreement. The determination of the Board as to any such matter of interpretation or construction shall be final, binding and conclusive.

  • 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."

  • 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 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 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!