Capacity of Seller. Seller is a limited liability company duly organized and validly existing under the laws of Germany, with full power, authority and capacity to (a) own and hold the Shares; and (b) enter into, deliver and perform all of its obligations under this Agreement.
Capacity of Seller. The Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware. The Seller has full limited liability company power and authority to conduct its business as it is presently conducted, to enter into this Agreement, to carry out the Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and assuming due execution and delivery by the Buyer, this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting rights of creditors generally or by general principles of equity.
Capacity of Seller. 2.1 The Sellers have obtained all corporate authorisations required to empower them to enter into this Agreement and to perform their obligations thereunder in accordance with their terms.
2.2 The relevant members of the Sellers’ Group have obtained all corporate authorisation required to empower them to enter into the Transaction Documents to which they are a party and to perform their respective obligations thereunder in accordance with their terms.
2.3 Neither the entry into the Transaction Documents nor the implementation of the transactions contemplated by the Transaction Documents by the relevant members of the Sellers’ Group will:
(a) violate or conflict with the provisions of their constitutional documents;
(b) to the knowledge of the Sellers, amount to a violation or breach of any applicable laws or regulations in any relevant jurisdiction;
(c) to the knowledge of the Sellers, amount to a violation or default with respect to any relevant order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction to which the relevant member of the Sellers’ Group is a party or by which the relevant member of the Sellers’ Group is bound; or
(d) to the knowledge of the Sellers, result in a breach of, or constitute a default under, any instrument to which the relevant member of the Sellers’ Group is a party or by which the relevant member of the Sellers’ Group is bound.
2.4 The Transaction Documents constitute (or will on execution constitute) valid and legally binding obligations of the relevant members of the Sellers’ Group.
2.5 No Seller is engaged in any material litigation or arbitration or similar proceedings related to the transactions contemplated by the Transaction Documents and to the knowledge of each Seller, no such litigation, arbitration or proceeding is threatened against any Seller or any member of the Sellers’ Group.
Capacity of Seller. Bidder acknowledges that this Confidentiality Agreement runs to the benefit of Seller as receiver as well as to Seller in its corporate capacity, and that Seller in any capacity is entitled to exercise any and all of Seller’s rights or remedies under this Confidentiality Agreement.
Capacity of Seller. Authorisation. Binding Effect page 7.2 Non-violation of Laws. Orders and Agreements page 7.3 Shares page
Capacity of Seller. AUTHORISATION. BINDING EFFECT. Seller has full right, power and authority to enter into this Agreement. No consent of, notice to, or filing with the Seller's spouse or any third party or entity whatsoever is required for Seller to enter into this Agreement or to consummate the transactions contemplated herein. This Agreement has been duly executed by Seller and shall constitute the legal, valid and binding obligations of Seller, enforceable against him in accordance with its terms.
Capacity of Seller. 2.1 The Seller is duly organised, validly existing and solvent under and in accordance with the laws of the Russian Federation.
2.2 The Seller has obtained all corporate authorisations required to empower it to enter into this agreement and the Transfer Agreement and to perform its obligations hereunder in accordance with their terms.
2.3 The Seller has, and will at Completion have, the authority and right enter into this agreement and the Transfer Agreement and to sell and transfer the beneficial and legal title in the Participation Interest on the terms set out in this agreement and the Transfer Agreement.
2.4 Neither the entry into this agreement and the Transfer Agreement nor the implementation of the transactions contemplated by this agreement or the Transfer Agreement by the Seller will:
(a) violate or conflict with the provisions of its constitutional documents;
(b) amount to a violation or breach of any applicable laws or regulations in any relevant jurisdiction;
(c) amount to a violation or default with respect to any relevant order, decree or judgment of any court or any governmental or regulatory authority in any jurisdiction to which the Seller is a party or by which the Seller is bound, which violation or default is material in the context of the transactions contemplated by this agreement or the Transfer Agreement; or
(d) result in a breach of, or constitute a default under, any instrument to which the Seller is a party or by which the Seller is bound, which breach or default is material in the context of the transactions contemplated by this agreement or the Transfer Agreement.
2.5 This agreement and the Transfer Agreement constitute (or will on execution constitute) valid and legally binding obligations of the Seller.
2.6 The Seller is not engaged in any material litigation, arbitration, investigation, regulatory action or similar proceedings related to the transactions contemplated by this agreement or the Transfer Agreement and to the best of the Seller’s knowledge no such litigation, arbitration, investigation, regulatory action or proceeding is threatened against the Seller.
2.7 There is no ongoing dispute with, or challenge by, any third party in respect of the Participation Interest, and to the best of the Seller’s knowledge there are existing no facts, matters or circumstances that may result in any such dispute or challenge. SCHEDULE 2A Capacity of Purchaser
1. The Purchaser is duly organised, validly existing and solvent under and ...
Capacity of Seller. The Seller has the right and authority to transfer the legal and beneficial title and ownership of the Evanachan Alaska Shares to the Buyer.
Capacity of Seller. The Seller has the right and authority to transfer the legal and beneficial title and ownership of the MxXxxx Capital Shares to the Buyer.
Capacity of Seller. The Seller has the right and authority to enter into this Agreement on the terms and conditions set out in it and to transfer the legal and beneficial title and ownership of the Seller’s Shares to the Buyer. This Agreement constitutes a valid and binding obligation of the Seller.
