Common use of Capacity of the Seller Clause in Contracts

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. 2.1 The Seller has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation. 2.2 2.1. The Seller has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the other Share Purchase Documents to which it is a party.; 2.3 The obligations of the Seller under this 2.2. This Agreement constitute, constitutes and the obligations of the Seller under the other Share Purchase Documents to be executed by the Seller and delivered at completion will, when executed and delivered, executed. constitute legal, valid and binding obligations of the Seller, enforceable against the Seller in accordance with their respective terms.; 2.4 2.3. The execution and delivery of, and the performance by the Seller of its obligations under, this Agreement and the other Share Purchase Documents will not: (A) contravene, conflict with or result in a breach of any provision of the memorandum or articles of association of the Seller; (B) contravene, conflict with or result in a material breach of, or constitute a default under or give any person the right to declare a default or execute any remedy under, or accelerate the maturity or performance of, or to cancel, terminate or modify, 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 documentsbound, which could adversely affect the Company or the transaction contemplated in this Agreement; (C) result in a breach of any applicable law or regulation by which the Seller is bound; (D) contravene, conflict with or, result in a breach of any order, authorization, license, concession, permission, judgment or decree of any court or governmental agency to which the Seller and/or the Company is a party or by which the Seller and/or the Company is bound where such breach is material to their ability to perform their obligations under such documents; orbound; (ED) require the consent of its shareholders. 2.5 No proposal has been made materially contravene, conflict with or resolution adopted for the dissolution or liquidation of the Seller andresult in a violation of, or, so far as the Seller is aware, no circumstances exist give any Governmental Authority or a person the right to refrain the Parties from executing the transaction contemplated herein or to exercise any remedy or obtain any relief under, any law or statute or any order to which may result in the dissolution Company or liquidation of the Seller, and no proposal or any of the assets owned or used by the Company may be subject; (E) except for the approval by the Conselho Administrativo de Defesa Economica - CADE, require any consent of its shareholders or of third parties (ncluding without limitaiton any Governmental Authority) other than the manifestation of such consent which has been made or resolution adopted for a statutory merger (juridische fusie) or division (splitsing), or a similar arrangement under delivered to the laws of any applicable jurisdiction, of the SellerPurchaser.

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 Transaction 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 Transaction 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 Transaction Documents will not: (A) result in a breach of any provision of the articles of association or the memorandum 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 and such breach would result in the Seller not being able to perform their its obligations under such documentsthe Transaction Documents; (C) result in a breach of any applicable law or regulation Applicable Law by which the Seller is bound; (D) result in a breach of any order, judgment or decree of any court or governmental agency Governmental Authority 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. 2.1 a. The Seller has been duly incorporated and is validly existing under the laws of the jurisdiction of its incorporation. 2.2 b. The Seller has the requisite power and authority to enter into and perform its obligations under the Share Purchase Transaction Documents to which it is a party. 2.3 c. The obligations of the Seller under this Agreement constitute, and the obligations of the Seller under the other Share Purchase Transaction 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 d. The execution and delivery of, and the performance by the Seller of its obligations under, the Share Purchase Transaction Documents will not: (A) i. result in a breach of any provision of the articles of association or the memorandum of association of the Seller; (B) ii. 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 and such breach would result in the Seller not being able to perform their its obligations under such documentsthe Transaction Documents; (C) iii. result in a breach of any applicable law or regulation Applicable Law by which the Seller is bound; (D) iv. result in a breach of any order, judgment or decree of any court or governmental agency Governmental Authority 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) v. require the consent of its shareholders. 2.5 e. 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.