Common use of Capacity and consequences of sale Clause in Contracts

Capacity and consequences of sale. (a) Each Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform his/her obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations. (b) Each of the other Transaction Documents to which any Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of that Seller in accordance with its terms. (c) The execution and delivery by each Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of each Seller under it and each of them do not and will not: (i) conflict with or constitute a default under any provision of: (A) any agreement or instrument to which any Seller or any Group Company is a party; or (B) the constitutional documents of any Group Company; or (C) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any Seller or any Group Company is bound; or (ii) relieve any other party to a contract with the concerned Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or (iii) result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of any Group Company. (d) All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other authority (other than anti-trust authorities) or any other third person that are necessary to enable each Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with. (e) The execution, delivery and performance by the Sellers of this agreement does not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in violation of any authorisation, consent, approval, exemption or other action by or declaration or notice to any third person pursuant to any laws or agreements to which the Sellers or the Group Company are subject.

Capacity and consequences of sale. (a) Each The Seller has the requisite capacity, power and authority to execute and deliver this agreement and each of the other Transaction Documents and to perform his/her its obligations under each of them and has taken all action necessary to authorise such execution and delivery and the performance of such obligations. (b) Each of the other Transaction Documents to which any the Seller is or will be a party will, when executed, constitute legal, valid and binding obligations of that the Seller in accordance with its terms. (c) The execution and delivery by each the Seller of this agreement and of each of the other Transaction Documents and the performance of the obligations of each the Seller under it and each of them do not and will not: (i) conflict with or constitute a default under any provision of: (A) any agreement or instrument to which any the Seller or any Group the Company is a party; or (B) the constitutional documents of any Group the Company; or (C) any law, lien, lease, order, judgment, award, injunction, decree, ordinance or regulation or any other restriction of any kind or character by which any the Seller or any Group the Company is bound; or (ii) relieve any other party to a contract with the concerned Group Company of its obligations or enable that party to vary or terminate its rights or obligations under that contract; or (iii) result in the creation or imposition of any Encumbrance on any of the Shares or any of the property or assets of any Group the Company. (d) All consents or authorisations from, and notices or filings, other than those relating to issuance and offer of the Consideration Shares, with, governmental or other French authority (other than anti-trust authorities) or any other third person that are necessary to enable each the Seller to execute, deliver and perform its obligations under this agreement and each of the other Transaction Documents have been obtained or made (as the case may be) and are in full force and effect and all conditions of each such authorisation have been complied with. (e) The execution, delivery and performance by the Sellers of this agreement does not and will not conflict with or result in a breach of the terms, conditions or provisions of, constitute a default under, result in violation of any authorisation, consent, approval, exemption or other action by or declaration or notice to any third person pursuant to any laws or agreements to which the Sellers or the Group Company are subject.