Capacity; Authority. SUPPLIER warrants that it has full capacity and authority and all necessary consents (including where its procedures so require, the consent of its parent company) to enter into and perform its obligations under this Agreement and that the Agreement is executed by a duly authorized representative of the SUPPLIER.
Capacity; Authority. Each Member represents and warrants to the other Members that the Member has the capacity and authority to enter into this Agreement.
Capacity; Authority. You agree that you have the full legal power, capacity, and authority to enter into this Agreement.
Capacity; Authority. Each Principal Stockholder has the capacity and authority to enter into this Agreement and the other Transaction Documents to which such Principal Stockholder is a party and to make and perform the representations, warranties, covenants and agreements contained herein and therein. This Agreement and the other Transaction Documents to which such Principal Stockholder is a party have been duly executed and delivered by such Principal Stockholder and constitute the valid and binding obligations of such Principal Stockholder enforceable against such Principal Stockholder in accordance with its terms, except to the extent that enforceability may be limited by the effect, if any, of any applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors’ rights generally or any general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. Neither the execution and delivery by such Principal Stockholder of this Agreement nor the consummation of the Merger or the Other Transactions will conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both) or give rise to a right of termination, cancellation or obligation or loss of any benefit under (a) any mortgage, indenture, lease, contract, agreement, instrument or understanding to which such Principal Stockholder is a party or to which any of such Principal Stockholder’s properties or assets is bound or (b) any Law applicable to such Principal Stockholder or any of such Principal Stockholder’s properties or assets. No notice to, filing with, and no permit, authorization, consent or approval of, any Person is necessary for the execution and delivery of this Agreement by such Principal Stockholder or the consummation of the Merger or the Other Transactions, other than the filing of the Certificate of Merger with the Secretary of State and approval of this Agreement and the Merger by the Company Stockholders as described in Section 3.3(b).
Capacity; Authority. Each Supporting Shareholder, if a natural person, has the capacity necessary to enter into this Agreement and to carry out the transactions contemplated hereby. Each Supporting Shareholder, if not a natural person, has all necessary power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly and validly executed and delivered by each Supporting Shareholder and constitutes a legal, valid and binding obligation of each Supporting Shareholder, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership or similar laws affecting the enforcement of creditors' rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any proceeding may be brought.
Capacity; Authority. (i) The Transferor Lender is duly incorporated and validly existing under the laws of the United States of America and has all requisite corporate power and authority to own its assets and to carry out its business.
(ii) Subject to the corporate actions of the Transferor Lender set forth in Clause 5.2.8
(i) the execution and performance by the Transferor Lender of this Agreement and the consummation of the transactions contemplated hereby are within the corporate powers of the Transferor Lender and have been duly authorized by all necessary corporate action on part of the Transferor Lender.
(iii) The execution and performance by the Transferor Lender of this Agreement and the consummation of the transactions contemplated herein do not (i) violate the articles of association or by-laws of the Transferor Lender or (ii) violate any applicable law, regulation, judgment, injunction or order binding on the Transferor Lender, and there is no action, law suit, investigation or proceeding pending against, or threatened in writing against, the Transferor Lender before any court, arbitration panel or governmental authority which in any manner challenges or seeks to prevent, alter or delay the Transaction.
Capacity; Authority. Each Seller has full legal capacity to execute the Sellers' Agreements and consummate the transactions contemplated hereby and thereby. Each Seller's execution, delivery and performance of the Sellers' Agreements and the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary action on the part of such Seller and, assuming the due execution and delivery of Buyer's Agreements by Buyer, will constitute the valid and binding obligations of such Seller, enforceable against such Seller in accordance with their respective terms, except as limited by laws affecting creditors' rights or equitable principles generally. No person other than the Sellers has any interest in any of the assets of the Company.
Capacity; Authority. CCM has full legal capacity to execute this Agreement and consummate the transaction contemplated hereby and thereby.
Capacity; Authority. The Seller has full legal capacity to execute the Sellers' Agreements and consummate the transactions contemplated hereby and thereby. No person other than the Seller has any interest in any of the assets of the Company.
Capacity; Authority. Seller has the legal capacity and authority to execute and deliver this Agreement and all instruments to consummate the sale of the Property.
