Capacity and Interests of Sellers Sample Clauses

Capacity and Interests of Sellers. 3.1 Each Seller has the requisite power and authority to enter into and perform this Agreement. 3.2 The execution and delivery of and the performance by the Sellers of their obligations under this Agreement will not conflict with, result in a breach of or give rise to a right of termination or variation of any obligation under: (a) any agreement, instrument or arrangement (including any trust instrument) to which any Seller or the Company is a party or by which any Seller or the Company is bound; or (b) any order, judgement or decree of any court or governmental agency to which any Seller or the Company is a party or by which any Seller or the Company is bound. 3.3 No indebtedness (actual or contingent) is outstanding and no contract or arrangement in respect of any indebtedness (actual or contingent) exists between the Company and any Seller or director of the Company or Connected Person (as such term is defined in the Companies Act 1985) with any Seller or such director (including any trustee or beneficiary of a Seller). 3.4 No Seller or Connected Person (as such term is defined in the Companies Act 1985) (including any director, trustee or beneficiary of a Seller) has any interest, direct or indirect, in any business which competes or has competed or is in the future likely to compete with any business now carried on by the Company or, so far as the Warrantors are aware, intends to acquire any such interest. 3.5 This Agreement constitutes and the other documents executed by any Seller which are to be delivered at Completion will, when executed, constitute binding obligations of each Seller.
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Related to Capacity and Interests of Sellers

  • Covenants of Sellers Sellers covenant and agree as follows:

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • Deliveries of Seller At Closing, Seller shall deliver to Buyer the following, and, as appropriate, all instruments shall be properly executed and conveyance instruments to be acknowledged in recordable form (the terms, provisions and conditions of all instruments not attached hereto as Exhibits shall be mutually agreed upon by Buyer and Seller prior to such Closing):

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Imbalances The parties hereto recognize that with respect to Section 2.01, on any Day, receipts of gas by Union and deliveries of gas by Union may not always be exactly equal, but each party shall cooperate with the other in order to balance as nearly as possible the quantities transacted on a daily basis, and any imbalances arising shall be allocated to the Facilitating Agreements and shall be subject to the respective terms and charges contained therein, and shall be resolved in a timely manner.

  • Seller’s Deliveries at Closing At the Closing and unless otherwise waived in writing by the Buyer, the Sellers shall deliver to the Buyer the following, each of which shall be in a form reasonably acceptable to the Buyer (collectively, "Sellers' Closing Documents"): (a) The Bill of Sale, duly executed and notarized by XeQute; (b) All Third Party Consents and the release of all Liens on the Assets by the Lien Holders, together with the Instruments of Assignment and Assumption, duly executed by XeQute; (c) The Sellers' Officer's Certificates, duly executed on behalf of Vertex and XeQute; (d) Certified copies of any resolutions required to duly authorize and approve the Contemplated Transaction and the execution, performance and delivery of this Agreement, Sellers' Closing Documents and of all of the other documents to be executed and performed by the Sellers in connection with the Contemplated Transaction; (e) The duly executed opinion of the Sellers' counsel, dated as of the Closing Date and addressed to the Buyer ("Sellers' Opinion"), in form and substance as set forth in the form annexed to this Agreement as Exhibit C and subject to the standard exceptions set forth in Sellers' Opinion. In rendering Sellers' Opinion, the Sellers' counsel may rely upon certificates of governmental officials and may place reasonable reliance upon certificates of the Sellers; and (f) Such other instrument and documents, as the Buyer and the Buyer's counsel reasonably deem necessary or desirable in order to consummate the Contemplated Transaction, including without limitation evidence of the Sellers having taken all steps required to be taken by them prior to or at Closing under Article VI and Article VII hereof, including evidence of having obtained directors and officers liability insurance with the coverage described therein and paid the premium for same at the Closing.

  • Representations of Seller The Seller makes the following representations on which the Issuer is deemed to have relied in acquiring the Receivables. The representations speak as of the execution and delivery of this Agreement and as of the Closing Date, and shall survive the sale of the Receivables to the Issuer and the pledge thereof to the Indenture Trustee pursuant to the Indenture.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

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