Capacity of the Seller. 2.1 The Seller has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation.
2.2 The Seller has the requisite power and authority to enter into and perform its obligations under the Share Purchase Documents to which it is a party.
2.3 The obligations of the Seller under this Agreement constitute, and the obligations of the Seller under the other Share Purchase Documents will, when executed and delivered, constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.
2.4 The execution and delivery of, and the performance by the Seller of its obligations under, the Share Purchase Documents will not:
(A) result in a breach of any provision of the articles of association of the Seller;
(B) 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 where such breach is material to their ability to perform their obligations under such documents;
(C) result in a breach of any applicable law or regulation by which the Seller is bound;
(D) result in a breach of any order, judgment or decree of any court or governmental agency to which the Seller is a party or by which the Seller is bound where such breach is material to their ability to perform their obligations under such documents; or
(E) require the consent of its shareholders.
2.5 No proposal has been made or resolution adopted for the dissolution or liquidation of the Seller and, so far as the Seller is aware, no circumstances exist which may result in the dissolution or liquidation of the Seller, and no proposal has been made or resolution adopted for a statutory merger (juridische fusie) or division (splitsing), or a similar arrangement under the laws of any applicable jurisdiction, of the Seller.
Capacity of the Seller. The Seller has all requisite power and authority, and has taken all necessary corporate action, to enable it to enter into and perform this agreement and all agreements and documents entered into, or to be entered into, pursuant to the terms of this agreement.
Capacity of the Seller. 2.1 The Seller has the requisite capacity, power and authority to enter into and perform its obligations under this Agreement and the Tax Covenant and each other Share Purchase Document to which it is expressed to be a party.
2.2 The Seller has taken all necessary corporate action required by constitutional documents to permit it to enter into and perform its obligations under this Agreement and the Tax Covenant and each other Share Purchase Document to which it is expressed to be a party.
2.3 This Agreement constitutes and the Tax Covenant and each other Share Purchase Document to which it is expressed to be a party will, when executed, constitute binding obligations of the Seller in accordance with their respective terms.
2.4 The execution and delivery of, the performance by the Seller of its obligations under this Agreement and the Tax Covenant and each other Share Purchase Document to which it is expressed to be a party will not (or with the giving of notice or lapse of time would not):
2.4.1 result in a breach of any provision of the constitutional or organisational documents of the Seller including its memorandum and articles of association;
2.4.2 result in a breach of any order, judgment or decree of any court or law or regulation of any government or governmental agency to which the Seller is a party or by which the Seller is bound or any agreement, arrangement or obligation by which the Seller or any member of the Sale Group is bound; or
2.4.3 save for those necessary in relation to the satisfaction of the BP Conditions and the Anti-Trust Condition, require it to obtain any consent or approval of, or give notice to or make any registration with, any Competent Authority which has not been obtained or made at the date hereof both on an unconditional basis and on a basis which cannot be revoked.
Capacity of the Seller. 2.1 The Seller has the requisite capacity, power and authority to enter into and perform its obligations under this Agreement.
2.2 The Seller has taken all necessary corporate action required by its constitutional or organisational documents to permit it to enter into and perform its obligations under this Agreement.
2.3 This Agreement constitutes, when executed, binding obligations of the Seller, as applicable, in accordance with their respective terms.
2.4 The execution and delivery by the Seller of this Agreement and the performance by it of its obligations under this Agreement will not (or with the giving of notice or lapse of time would not):
2.4.1 result in a breach of any provision of the constitutional or organisational documents of the Seller;
2.4.2 result in a breach of any order, judgment or decree of any court or governmental agency to which that Seller is a party or by which the Seller is bound or any contractual commitment to which the Seller is bound.
Capacity of the Seller. 3. Group structure, etc..............................................
4. Options, mortgages and other encumbrances......................... 5.
Capacity of the Seller. The Seller is a Minnesota resident, and has the full legal right, power, capacity and authority to execute and deliver this Agreement and to perform the Seller's respective obligations hereunder.
Capacity of the Seller. (A) The Seller is a limited company incorporated under English law.
(B) The Seller has the requisite right, power and authority to enter into and, subject to the fulfilment or, where relevant, waiver of the Conditions, perform this agreement and the other documents which are to be executed by the Seller at or after Completion (the "Seller's Completion Documents").
(C) This agreement constitutes and the Seller's Completion Documents will, when executed, constitute binding obligations of the Seller in accordance with their respective terms.
(D) The execution and delivery of, and the performance by the Seller of its obligations under this agreement and the Seller's Completion Documents, will not:
(i) result in a breach of any provision of the memorandum or articles of association of the Seller or the memorandum or articles of association or equivalent constitutional document of any member of the Group;
(ii) result in a breach of, or constitute a default under, any instrument to which the Seller or any member of the Group is a party or by which the Seller or any member of the Group is bound; or
(iii) result in a breach of any order, judgement or decree of any court or governmental agency to which the Seller or any member of the Group is a party or by which the Seller or any member of the Group is bound.
Capacity of the Seller. 2.1 The Seller 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.
2.2 The obligations of the Seller under this Agreement constitute, and the obligations of the Seller under the other Transaction Documents will when delivered at Completion constitute, in each case, valid and binding obligations of the Seller in accordance with their respective terms.
2.3 The execution and delivery of, and the performance by the Seller of its obligations under, this Agreement and the other Transaction Documents will not:
Capacity of the Seller. 2.1 Each of the Seller and Xxxxxxx has full power and authority and has taken all necessary corporate action to enable it effectively to enter into and perform this Agreement and all agreements entered into, or to be entered into, pursuant to the terms of this Agreement, and such agreements when executed, will constitute valid, binding and enforceable obligations on the Seller in accordance with their respective terms and it does not require the consent, approval or authority of any other person to enter into or perform its obligations under this Agreement and its entry into and performance of this Agreement will not constitute any breach of or default under any contractual, governmental or public obligation binding upon it, and it is not engaged in any litigation or arbitration proceedings which might have an effect upon its capacity or ability to perform its obligations under this Agreement and no such legal or arbitration proceedings have been threatened against it.
2.2 The Business is not carried on by or for the benefit of any person, firm or corporation other than the Seller.
Capacity of the Seller. (A) It has the requisite power and authority to enter into and perform this agreement and to consummate the transactions contemplated by the agreement.
(B) The execution, delivery and performance of this agreement by it and the consummation by it of the other transactions contemplated by this agreement have been duly authorized by all necessary action on the part of it and no other proceedings on the part of it are necessary to authorise this Agreement or to consummate the transactions contemplated by this agreement.
(C) This agreement constitutes and the other documents executed by it which are to be delivered at Completion will, when executed, constitute binding obligations of it in accordance with their respective terms.
(D) The execution and delivery of, and the performance by it of its obligations under this agreement will not:-
(i) result in a breach of any provision of its memorandum or articles of association
(ii) result in a breach of, or constitute a default under, any instrument to which any member of the Seller's Group is a party or by which any member of the Seller's Group is bound; or (iii) result in a breach of any order, judgment or decree of any court or governmental agency to which any member of the Seller's Group is a party or by which any member of the Seller's Group is bound; or
