Common use of Capacity of Selling Shareholder Clause in Contracts

Capacity of Selling Shareholder. (a) Such Selling Shareholder: (i) has not, at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against such Selling Shareholder, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents; and (ii) is not subject to any Applicable Law that is reasonably likely to have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. (b) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. To the Knowledge of such Selling Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to any such Proceeding.

Capacity of Selling Shareholder. (a) Such Each Selling Shareholder has the capacity to comply with and perform all of such Selling Shareholder:’s covenants and obligations under each of the Documents to which such Selling Shareholder is a party. (ib) Each Selling Shareholder has not, at any time, not (A) made a general assignment for the benefit of creditors, (B) filed, is not bankrupt or had filed against such Selling Shareholder, any bankruptcy petition or similar filinginsolvent, (C) suffered the attachment or other judicial seizure of all or a substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents; and; (iic) To such Selling Shareholder’s Knowledge, it is not subject to any Applicable applicable Law that is reasonably likely to may have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents.this Agreement; or (bd) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, Proceeding against such Selling Shareholder (in his/her/its capacity as such) that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. To the Knowledge of such the Selling ShareholderShareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to may serve as a reasonable basis for any such Proceeding.

Capacity of Selling Shareholder. (a) Such Selling Shareholder: (i) has not, at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against such Selling Shareholder, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents; andand Execution Copy (ii) is not subject to any Applicable Law that is reasonably likely to have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. (b) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. To the Knowledge of such Selling Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to any such Proceeding.

Capacity of Selling Shareholder. (a) Such Selling Shareholder has the capacity to comply with and perform all of such Selling Shareholder’s covenants and obligations under each of the Transactional Agreements to which such Selling Shareholder is or may become a party. (b) Such Selling Shareholder: (i1) has not, at any time, (A) made a general assignment for the benefit of creditors, (B) filed, or had filed against such Selling Shareholder, any bankruptcy petition or similar filing, (C) suffered the attachment or other judicial seizure of all or a substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction DocumentsTransactional Agreements; andor (ii2) to such Selling Shareholder’s Knowledge, is not subject to any Applicable Law that is reasonably likely to may have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction DocumentsTransactional Agreements. (bc) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction DocumentsTransactional Agreements. To the Knowledge of such the Selling ShareholderShareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to may serve as a reasonable basis for any such Proceeding.

Capacity of Selling Shareholder. (a) Such Each Selling Shareholder has the capacity to comply with and perform all of such Selling Shareholder:’s covenants and obligations under each of the Documents to which such Selling Shareholder is or may become a party. (ib) Each Selling Shareholder has not, at any time, not (A) made a general assignment for the benefit of creditors, (B) filed, is not bankrupt or had filed against such Selling Shareholder, any bankruptcy petition or similar filinginsolvent, (C) suffered the attachment or other judicial seizure of all or a substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents; and; (iic) To such Selling Shareholder’s Knowledge, it is not subject to any Applicable applicable Law that is reasonably likely to may have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents.this Agreement; or (bd) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, Proceeding against such Selling Shareholder (in his/her/its capacity as such) that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. To the Knowledge of such the Selling ShareholderShareholders, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to may serve as a reasonable basis for any such Proceeding.

Capacity of Selling Shareholder. (a) Such Each Selling Shareholder has the capacity to comply with and perform all of such Selling Shareholder:’s covenants and obligations under each of the Documents to which such Selling Shareholder is or may become a party. (ib) Each Selling Shareholder has not, at any time, not (A) made a general assignment for the benefit of creditors, (B) filed, is not bankrupt or had filed against such Selling Shareholder, any bankruptcy petition or similar filinginsolvent, (C) suffered the attachment or other judicial seizure of all or a substantially all of such Selling Shareholder’s assets, (D) admitted in writing such Selling Shareholder’s inability to pay such Selling Shareholder’s debts as they become due, or (E) taken or been the subject of any action that will have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents; andor (ii) is not subject to any Applicable Law that is reasonably likely to have an adverse effect on such Selling Shareholder’s ability to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. (bc) There is no Proceeding pending, and, to such Selling Shareholder’s Knowledge, no Person has threatened to commence any Proceeding, Proceeding against such Selling Shareholder (in his/her/its capacity as such) that may have an adverse effect on the ability of such Selling Shareholder to comply with or perform any of such Selling Shareholder’s covenants or obligations under any of the Transaction Documents. To the Knowledge of such Selling Shareholder, no event has occurred, and no claim, dispute or other condition or circumstance exists, that is reasonably expected to give rise to any such Proceeding.