Capacity of Sellers. Each 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 Shares to the Buyer. This Agreement constitutes a valid and binding obligation of each of the Sellers. Such Seller has not granted any person a power of attorney except pursuant to Section 11.3 of this Agreement.
Capacity of Sellers. Each Seller has the full legal right and capacity to enter into this Agreement and perform his, her or its obligations hereunder. True, correct and complete copies of all organizing documents of any Seller that is not an individual have been provided to Purchaser. The Sellers declare that they have the right and full power to enter into and perform this Agreement and that they do not thereby violate any Belgian law, Belgian regulation or any court or arbitration decision rendered by a Belgian or foreign court to which they may be subject or any agreement to which they are a party. The Sellers declare that, upon due execution by the Purchaser, the Agreement constitutes valid and binding obligations of them, enforceable against them in accordance with its terms.
Capacity of Sellers. Such Seller is an individual and has all necessary individual capacity, right, power and authority to own that portion of the Capital Stock listed by such Seller’s name on Schedule 3.2 and to execute and deliver this Agreement and perform his obligations hereunder.
Capacity of Sellers. Such Seller has the legal right and capacity to execute this Agreement and to transfer his, her or its Shares to the Buyer. In the case of any Seller who is not a natural person, including without limitation an estate, trust, partnership, corporation or other entity the execution of this Agreement and the transfer of such Seller's Shares to Buyer is a duly authorized act that complies with all documents and laws which establish and govern that Seller, including in the case of a Seller that may be an estate or trust, all applicable testamentary documents, probate requirements and court orders.
Capacity of Sellers. As regards each of the Sellers:
(a) it has the requisite capacity, power and authority, and has taken all necessary corporate action to enable it, to enter into, and perform all its obligations under, the Transaction Documents to which it is a party;
(b) the Transaction Documents to which it is a party constitute (or will constitute when executed) its legal, valid and binding obligations enforceable against it in accordance with their terms subject to the following matters:
(i) each other party to the Transaction Documents to which it is a party having the capacity, power and authority to enter into and perform its obligations under the Transaction Documents to which it is a party;
(ii) the due execution and delivery of the Transaction Documents to which it is a party by all other parties to such Transaction Documents; and
(iii) applicable legislation relating to bankruptcy, fraudulent conveyance, moratorium, insolvency, liquidation, reorganisation and other legislation of general application relating to or affecting the enforcement of creditors’ rights generally or by equitable principals relating to enforceability, whether considered in a proceeding in equity or law.
Capacity of Sellers. The Sellers has full power and authority to sell, transfer and deliver to Purchaser the Shares sold pursuant to article 2.1 of this Agreement and to perform all other undertakings under this Agreement.
Capacity of Sellers. None of the Sellers is under any present legal disability to enter into and perform this Agreement. Each such Seller will have full power and authority to perform all of its obligations under this Agreement as of the Closing.
Capacity of Sellers. Sellers have the capacity to enter into this Agreement and the other Transaction Documents to which Sellers are parties, to carry out their obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. This Agreement and each Transaction Document to which Sellers are parties constitute legal, valid, and binding obligations of Sellers enforceable against Sellers in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization and other laws and principles of equity as may affect enforceability.
Capacity of Sellers. Each of the SELLERS has full legal power and capacity to execute, deliver, and perform this Agreement. This Agreement has been duly and validly executed and delivered by each of the SELLERS and constitutes his and her valid and binding obligation, enforceable in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization, and similar laws affecting the rights and remedies of creditors generally and to the application of general equitable principles and judicial discretion.
Capacity of Sellers. Sellers have not, since the parties have signed, on December 4, 2022, the memorandum of understandings and are not, as of today: (a) made a general assignment for the benefit of creditors of the Purchased Rights that is in effect on the Closing Date; (b) filed, or had filed against them, any bankruptcy petition or similar filing that is in effect on the Closing Date; (c) suffered the attachment or other judicial seizure of all or a substantially all of such Sellers’ assets that is in effect on the Closing Date; or (d) taken or been the subject of any action that will have an adverse effect on such Sellers’ ability to comply with or perform any of such Sellers’ covenants or obligations under any of the Transaction Documents. Sellers are not subject to any Applicable Law that may have an adverse effect on their ability to comply with or perform any of their covenants or obligations under any of the Transaction Documents.
