Authority and Capacity of the Vendors Sample Clauses

Authority and Capacity of the Vendors. 1.1.1 Each of the Vendors has full and appropriate civil capacity of right and civil capacity of conduct as required by the laws of PRC. 1.1.2 The Vendors have full power and authority to enter into and perform this Agreement and this Agreement constitutes valid and binding obligations on the Vendors enforceable in accordance with its terms. 1.1.3 The execution and delivery of, and the performance by the Vendors of its obligations under this Agreement does not and will not: (i) result in a breach of any provision of the memorandum or articles of association or equivalent constitutive documents of the Vendors; (ii) result in a breach of the laws or regulations of any jurisdiction to which the Vendors are subject; or (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which the Vendors are a party or by which the Vendors are bound.
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Authority and Capacity of the Vendors. Each of the Vendors and the Group Companies are companies duly incorporated and validly existing under their respective laws of incorporation.
Sample 1
Authority and Capacity of the Vendors. 1.1 The Company is a company duly incorporated and validly existing under the laws of England and Wales. 1.2 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 the Company under any option or other agreement (including conversion rights and rights of pre-emption) and there are no Encumbrances on the Shares of the Company or any arrangements or obligations to create any Encumbrances. 1.3 The execution and delivery of, and the performance by the Vendors of their obligations under, this Agreement and the Tax Deed of Covenant and any other documents to be executed by the Vendors pursuant to or in connection with this Agreement will not: 1.3.1 result in a breach of any provision of the memorandum or articles of association of or the Company; or 1.3.2 result in a material breach of or give any third party a right to terminate or modify, or result in the creation of any Encumbrance under any material agreement, license or other instrument or result in a breach of any order, judgment or decree of any Court, governmental agency or regulatory body to which the Company is a party or by which the Company is bound. 1.4 The Shares comprise the whole of the allotted and issued share capital of the Company, have been properly and validly allotted and issued and are each fully paid. 1.5 The relevant Vendor is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares set opposite his name in Part 1 of Schedule 1 on the terms of this Agreement without the consent of any third party and without breaching any order, judgement or decree of any court, governmental agency or regulatory body by which that Vendor is bound. 1.6 The relevant Vendor has the legal right and full power and authority to enter into and perform this Agreement and the Tax Deed of Covenant and any other documents to be executed by such Vendor pursuant to or in connection with this Agreement which when duly and validly executed and delivered by all the parties thereto will constitute valid and binding obligations on such Vendor, in accordance with their respective terms.
Sample 1
Authority and Capacity of the Vendors. 1.1 Each of the Vendors has the legal right and full power and authority (or, in the case of each Vendor which is not a natural person, full corporate or partnership power and authority) to enter into and perform this Agreement and any other documents to be executed by the relevant Vendor pursuant to or in connection with this Agreement which when executed will constitute valid and binding obligations on each Vendor, in accordance with their respective terms. 1.2 The execution and delivery of, and the performance by the relevant Vendor of his obligations under, this Agreement and any other documents to be executed by such Vendor pursuant to or in connection with this Agreement will not: 1.2.1 result in a breach of any provision of the memorandum or articles of association or equivalent constitutional document of that Vendor; or 1.2.2 result in a material breach of or give any third party a right to terminate or modify, or result in the creation of any material Encumbrance under any agreement, licence or other instrument or result in a material breach of any order, judgment or decree of any Court, governmental agency or regulatory body to which that Vendor is a party or by which that Vendor or any of that Vendor's respective assets is bound. 1.3 Each of the Vendors is entitled to sell and transfer to the Purchaser the full legal and beneficial ownership of the Shares set opposite its name in Part 1 of Schedule 1 on the terms of this Agreement (except in the case of Shares held by CTL, EBCAM Nominees (Jersey) Limited re JRC Children's Settlement and EBCAM Nominees (Jersey) Limited re the Dragon Trust, who are each entitled to sell and transfer as trustee).
Sample 1
Authority and Capacity of the Vendors 
Sample 1

Related to Authority and Capacity of the Vendors

  • 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.

  • 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 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 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.

  • Power and Capacity The Shareholder has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the Shareholder’s valid, legal and binding obligation and is enforceable against the Shareholder in accordance with its terms, subject, however, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights;

  • 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.

  • Corporate Authority; Approval Parent and each of the Merger Subs have all requisite corporate power and authority and each has taken all corporate action necessary in order to execute, deliver and perform its obligations under the Transaction Documents to which it is or is contemplated to be a party and to consummate the Transactions to which it is or is contemplated to be a party, subject to obtaining (a) the approval of the issuance of Parent Common Stock comprising the Merger Consideration (the “Stock Issuance”) by the holders of a majority of the shares of Parent Common Stock represented in person or by proxy at a meeting duly called and held for such purpose (the “Parent Requisite Vote”) and (b) the approval contemplated by Section 5.17 of this Agreement in the case of the Merger Subs. This Agreement has been duly executed and delivered by Parent and the Merger Subs and constitutes a valid and binding agreement of Parent and the Merger Subs, enforceable against each of Parent and the Merger Subs in accordance with its terms, subject to the Bankruptcy and Equity Exception. Upon execution and delivery by Parent and each of the Merger Subs of each other Transaction Document to which it is or is contemplated to be a party, each other Transaction Document to which it is or is contemplated to be a party will constitute a valid and binding agreement of Parent or the applicable Merger Sub, as applicable, enforceable against Parent or the applicable Merger Sub, as applicable, in accordance with its terms, subject to the Bankruptcy and Equity Exception. The shares of Parent Common Stock comprising the Merger Consideration have been duly authorized and, when issued pursuant to this Agreement, will be validly issued, fully paid and nonassessable, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. As of the date of this Agreement, the Board of Directors of Parent has (x) (i) unanimously determined that the Transactions are fair to, and in the best interests of, Parent and its stockholders, (ii) approved the Mergers and the other Transactions, including the Stock Issuance, (iii) approved and declared advisable this Agreement and (iv) subject to Section 5.03, resolved to recommend the Stock Issuance to the holders of shares of Parent Common Stock (the “Parent Recommendation”), and (v) directed that the Stock Issuance be submitted to the holders of shares of Parent Common Stock for their approval.

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