CAPACITY OF THE PURCHASER Sample Clauses

CAPACITY OF THE PURCHASER. 19.1. Should the Purchaser be married in community of property, he/she acknowledges that it will be a requirement for his/her spouse to countersign this Agreement as a party hereto; 19.2. In the event of there being more than one Purchaser, their liability shall be jointly and severally under this Agreement. 19.3. A person signing this Agreement for or on behalf of another party, hereby warrants and represents his/her authority to do so.
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CAPACITY OF THE PURCHASER. In the event that the Purchaser signs this Agreement as agent for a company or close corporation to be incorporated: 13.1. the PURCHASER in his personal capacity shall be regarded as the purchaser in terms of this Agreement unless the said company is incorporated and duly adopts and ratifies this Agreement within 21 (twenty-one) days after the date upon which the SELLER signs this Agreement; and 13.2. in the event of the said company being duly incorporated and adopting and ratifying this Agreement in terms as set out above, then the PURCHASER, by his signature hereto, hereby interposes and binds himself in favour of the SELLER as surety for and co-principal debtor in solidum with such company for the due and timeous performance by it of all of its obligations as PURCHASER in terms of this Agreement.
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CAPACITY OF THE PURCHASER. 2.1 The Purchaser has the requisite power and authority to enter into and perform the Share Purchase Documents. 2.2 This agreement constitutes and the documents executed by the Purchaser which are to be delivered at Completion will, when executed, constitute binding obligations of the Purchaser in accordance with their respective terms. 2.3 The execution and delivery of, and the performance by the Purchaser of its respective obligations under, the Share Purchase Documents will not: (A) result in a breach of or constitute default or give rise to any modification of rights or privileges under any provision of the memorandum or bye-laws (or equivalent constitutional documents) of the Purchaser; (B) result in a breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound; (C) result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound; or (D) require any approval or consent of any person which has not been obtained. 2.4 The Purchaser has obtained all governmental, regulatory and other third party consents, rulings, confirmations and waivers necessary for the execution and performance of the Share Purchase Documents by the Purchaser. Such consents, rulings, confirmations and waivers are in unconditional form. 2.5 Neither the execution of this agreement by the Purchaser nor the consummation of the transaction as contemplated by this agreement will violate, conflict with or result in the breach of any term, limitation in or provision of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under the terms, provisions or conditions of the constitutional documents of the Purchaser or violate any order, writ, claim form, injunction, decree, statute, rule or regulation applicable to the Purchaser. 2.6 No consent or approval by, notice to or registration with any governmental or other authority is required on the part of the Purchaser in connection with the execution of this agreement or the consummation of the transaction as contemplated in it.
Sample 1
CAPACITY OF THE PURCHASER. 1.1 The Purchaser is not a minor and is of full age and he is of sound mind. 1.2 The Purchaser has the authority to enter into and perform this Agreement. 1.3 This Agreement constitutes legal, valid and binding obligations enforceable against the Purchaser in accordance with its terms. 1.4 The Purchaser shall provide such information to the Stock Exchange and/or other relevant regulatory authorities as may be reasonably required by them or the Vendor in connection with this Agreement. 1.5 The Purchaser is purchasing the Sale Share as principal and not as agent or trustee or in any other capacity for or on behalf of any third parties.
Sample 1
CAPACITY OF THE PURCHASER. 1.1 The Purchaser is a company duly organised and validly existing under the laws of state of Delaware, United States of America and has all the requisite corporate power and lawful authority to own, lease and operate its properties and to carry on its business. 1.2 The Purchaser has full legal right, power and all authority and approvals required to enter into, exercise its rights and perform or comply with its obligations under this Agreement which, when executed and subject to the fulfilment of the conditions precedents set out in this Agreement, will constitute valid and legally binding obligations on the Purchaser, enforceable against it in accordance with terms of this Agreement. 1.3 That the entry into, exercise of its rights and/or performance of or compliance with its obligations under this Agreement do not and will not violate, or exceed any power or restriction granted or imposed by (i) any law, regulation, authorisation, directive or order (whether or not having the force of law) to which it is subject in the United States of America, as may be applicable; (ii) its constitutive documents, where applicable; or (iii) any agreement, instrument or document to which they area party or which is binding on it in the United States of America, as may be applicable. 1.4 That it has obtained the approval of its boards of directors for the transactions contemplated under this Agreement and no other approval is required to complete the transaction contemplated herein. 1.5 Purchaser is acquiring the Sale Shares for investment purposes only and not with a view for re-distribution. Purchaser acknowledges that the Sale Shares are restricted securities as that terms is defined under United States securities laws and the certificate representing the Sale Shares will bear a customary restrictive legend.
Sample 1
CAPACITY OF THE PURCHASER. 1.1 The Purchaser has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents to which it is a party. 1.2 The obligations of the Purchaser under this Agreement constitute, and the obligations of the Purchaser under the other Transaction Documents will when delivered at Completion constitute, in each case, valid and binding obligations of the Purchaser in accordance with their respective terms. 1.3 The execution and delivery of, and the performance by the Purchaser of its obligations under, this Agreement and the other Transaction Documents will not: (A) result in a material breach of any provision of the memorandum or articles of association of the Purchaser; (B) so far as the Purchaser is aware, result in a material breach of, or constitute a default under, any instrument to which the Purchaser is a party or by which the Purchaser is bound; (C) so far as the Purchaser is aware, result in a breach of any order, judgment or decree of any court or governmental agency to which the Purchaser is a party or by which the Purchaser is bound; or (D) require the consent of the shareholders of the Purchaser.
Sample 1

Related to CAPACITY OF THE PURCHASER

  • Experience of the Purchaser The Purchaser, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and has so evaluated the merits and risks of such investment. The Purchaser is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.

  • The Purchaser is not an employee benefit or other plan subject to the prohibited transaction provisions of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), or Section 4975 of the Internal Revenue Code of 1986, as amended (a "Plan"), or any other person (including an investment manager, a named fiduciary or a trustee of any Plan) acting, directly or indirectly, on behalf of or purchasing any Certificate with "plan assets" of any Plan within the meaning of the Department of Labor ("DOL") regulation at 29 C.F.R. ss.2510.3-101; or

  • Purchaser The RPA Seller shall indemnify and hold harmless the Purchaser from and against any loss, liability, expense or damage suffered or sustained by reason of any acts, omissions or alleged acts or omissions arising out of activities of the RPA Seller pursuant to this Agreement or as a result of the transactions contemplated hereby, including, but not limited to, any judgment, award, settlement, reasonable attorneys’ fees and other costs or expenses incurred in connection with the defense of any actual or threatened action, proceeding or claim; provided, however, that the RPA Seller shall not indemnify the Purchaser if such acts, omissions or alleged acts or omissions constitute negligence or willful misconduct by the Purchaser.

  • Capacity as Shareholder Each Shareholder signs this Agreement solely in such Shareholder’s capacity as a shareholder of the Company, and not in such Shareholder’s capacity as a director, officer or employee of the Company, if applicable.

  • Authority of the Representatives Any action by the Underwriters hereunder may be taken by the Representatives on behalf of the Underwriters, and any such action taken by the Representatives shall be binding upon the Underwriters.

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • Authority of the Representative Any action by the Underwriters hereunder may be taken by the Representative on behalf of the Underwriters, and any such action taken by the Representative shall be binding upon the Underwriters.

  • Liability of the Transferor The Transferor shall be liable only to the extent of the obligations specifically undertaken by the Transferor under this Agreement and the representations made by the Transferor in this Agreement.

  • The Seller Subsection 14.01 Additional Indemnification by the Seller; Third Party Claims........................................... Subsection 14.02 Merger or Consolidation of the Seller..................

  • Purchaser Representative (a) The Purchaser, on behalf of itself and its Subsidiaries, successors and assigns, by execution and delivery of this Agreement, hereby irrevocably appoints Xxxxxx Xxxxxx, in the capacity as the Purchaser Representative, as each such Person’s agent, attorney-in-fact and representative, with full power of substitution to act in the name, place and stead of such Person, to act on behalf of such Person from and after the Closing in connection with: (i) bringing, managing, controlling, defending and settling on behalf of an Indemnified Party any indemnification claims by any of them under Article VI; (ii) acting on behalf of such Person under the Escrow Agreement; (iii) terminating, amending or waiving on behalf of such Person any provision of this Agreement or any Ancillary Documents to which the Purchaser Representative is a party or otherwise has rights in such capacity (together with this Agreement, the “Purchaser Representative Documents”); (iv) signing on behalf of such Person any releases or other documents with respect to any dispute or remedy arising under any Purchaser Representative Documents; (v) employing and obtaining the advice of legal counsel, accountants and other professional advisors as the Purchaser Representative, in its reasonable discretion, deems necessary or advisable in the performance of its duties as the Purchaser Representative and to rely on their advice and counsel; (vi) incurring and paying reasonable out-of-pocket costs and expenses, including fees of brokers, attorneys and accountants incurred pursuant to the transactions contemplated hereby, and any other out-of-pocket fees and expenses allocable or in any way relating to such transaction or any indemnification claim; and (vii) otherwise enforcing the rights and obligations of any such Persons under any Purchaser Representative Documents, including giving and receiving all notices and communications hereunder or thereunder on behalf of such Person; provided, that the Parties acknowledge that the Purchaser Representative is specifically authorized and directed to act on behalf of, and for the benefit of, the holders of Purchaser Securities (other than the Seller or the Seller Stockholders immediately prior to the Effective Time and their respective successors and assigns). All decisions and actions by the Purchaser Representative, including any agreement between the Purchaser Representative and the Company, the Seller Representative, the Seller or any Indemnifying Party relating to the defense or settlement of any claims for which an Indemnifying Party may be required to indemnify an Indemnified Party pursuant to Article VI, shall be binding upon the Purchaser and its Subsidiaries, successors and assigns, and neither they nor any other Party shall have the right to object, dissent, protest or otherwise contest the same. The provisions of this Section 9.16 are irrevocable and coupled with an interest. The Purchaser Representative xxxxxx accepts its appointment and authorization as the Purchaser Representative under this Agreement. (b) The Purchaser Representative shall not be liable for any act done or omitted under any Purchaser Representative Document as the Purchaser Representative while acting in good faith and without willful misconduct or gross negligence, and any act done or omitted pursuant to the advice of counsel shall be conclusive evidence of such good faith. The Purchaser shall indemnify, defend and hold harmless the Purchaser Representative from and against any and all Losses incurred without gross negligence, bad faith or willful misconduct on the part of the Purchaser Representative (in its capacity as such) and arising out of or in connection with the acceptance or administration of the Purchaser Representative’s duties under any Purchaser Representative Document, including the reasonable fees and expenses of any legal counsel retained by the Purchaser Representative. In no event shall the Purchaser Representative in such capacity be liable under or in connection with any Purchaser Representative Document for any indirect, punitive, special or consequential damages. The Purchaser Representative shall be fully protected in relying upon any written notice, demand, certificate or document that it in good faith believes to be genuine, including facsimiles or copies thereof, and no Person shall have any Liability for relying on the Purchaser Representative in the foregoing manner. In connection with the performance of its rights and obligations hereunder, the Purchaser Representative shall have the right at any time and from time to time to select and engage, at the cost and expense of the Purchaser, attorneys, accountants, investment bankers, advisors, consultants and clerical personnel and obtain such other professional and expert assistance, maintain such records and incur other out-of-pocket expenses, as the Purchaser Representative may deem necessary or appropriate from time to time. All of the indemnities, immunities, releases and powers granted to the Purchaser Representative under this Section 9.16 shall survive the Closing and continue indefinitely. (c) The Person serving as the Purchaser Representative may resign upon ten (10) days’ prior written notice to the Purchaser and the Seller Representative, provided, that the Purchaser Representative appoints in writing a replacement Purchaser Representative. Each successor Purchaser Representative shall have all of the power, authority, rights and privileges conferred by this Agreement upon the original Purchaser Representative, and the term “Purchaser Representative” as used herein shall be deemed to include any such successor Purchaser Representatives.

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