Capacity of the Sellers Sample Clauses

Capacity of the Sellers. 2 Each of the Sellers has full power and authority and has taken all necessary action to enable him to enter into and perform his obligations under this Agreement and all other 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 of each of the Sellers in accordance with their terms.

Capacity of the Sellers. 1.1. Such Seller Owns the First Purchaser Shares and Loan and the Second Purchaser Shares and Loan set forth apposite such Seller’s name. 1.2. Subject to the satisfaction of the Completion conditions precedent set forth in Schedule 4, such Seller has the requisite power and authority to enter into and deliver this Agreement and the Escrow Agreement, to Own the Loan set forth after its name, to transfer Ownership of the First Purchaser Shares and the Second Purchaser Shares listed opposite such Seller's name in Schedule 2 to the First Purchaser and/or the Second Purchaser as herein contemplated, and to perform its obligations under this Agreement. 1.3. Subject to the satisfaction of the Completion conditions precedent set forth in Schedule 4, the execution and delivery of this Agreement and the completion of the transactions herein contemplated have been duly and validly authorized by all necessary action on behalf of such Seller. 1.4. This Agreement and the other documents to be delivered at Completion by such Seller have been duly and validly executed and delivered by such Seller and constitute, or will constitute at Completion, as appropriate, binding obligations of such Seller enforceable against such Seller in accordance with their terms. 1.5. The execution and delivery of, and the performance by such Seller of its obligations under, this Agreement will not: (i) result in a breach of, or constitute a default under, any agreement material to the Seller and to which such Seller is a party or by which such Seller is bound; or (ii) assuming receipt by the First Purchaser and the Second Purchaser of the Approval, result in a breach of any law, regulation, order, judgment or decree of any court or governmental agency or of an arbitral award to which such Seller is a party or by which such Seller is bound.

Capacity of the Sellers. (A) The Sellers have the requisite power and authority to enter into and perform this agreement; and (B) each member of the Baltic Group has the requisite power and authority to conduct its business as conducted at the date of this agreement. 2.2 This agreement constitutes and the other documents executed by the Sellers which are to be delivered at Completion will, when executed, constitute binding obligations of the Sellers enforceable in accordance with their respective terms; and 2.3 The execution and delivery of, and the performance by the Sellers of their obligations under, this agreement will not:- (A) violate, conflict with or result in a breach of any term, limitation in or provision of, or constitute a default (or an event that would, with the giving of notice or the lapse of time constitute a default) under the terms, provisions or conditions of the memorandum or articles of association of any member of the Retained Group or the Sellers or any member of the Baltic Group or violate any order, writ, injunction, decree, statute, rule or regulation applicable to the Retained Group, the Sellers or any member of the Baltic Group; (B) result in a material breach of, or constitute a default under, any instrument to which any member of the Retained Group or any member of the Baltic Group is a party or by which any member of the Retained Group or any member of the Baltic Group is bound; or (C) result in a breach of any order, writ, injunction, statute, rule, regulation, judgment or decree of any court or governmental agency to which any member of the Baltic Group or any member of the Retained Group is a party or by which any member of the Baltic Group is bound; or (D) require the consent of any Sellers' shareholders.

Capacity of the Sellers. 1.1 The Sellers have the full capacity to act and, with the exception of Mx. Xxxx Xxxxxx Reig and Mx. Xxxxx Xxxxx Dxxxxx and Mx. Xxxxx Xxxxx Dxxxxx, the full capacity to enter into this Agreement and to fulfill their obligations under it. This capacity is not limited by any legal provisions, court decisions, arbitration awards or agreements. 1.2 The Sellers have carried out all the actions and obtained all the authorizations, permits, consent and approvals necessary to enter into and fulfill this Agreement and thereby convey ownership of the Shares without requiring any further consent, authorizations or permits for such an end. The entering into and fulfillment of this Agreement by the Sellers does not breach any rules, undertakings or agreement adopted or signed by them.

Capacity of the Sellers. 2.1 The Seller is duly incorporated, in existence and duly registered and, where the Seller is incorporated in the United States, is in good standing under the laws of the jurisdiction of its incorporation. 2.2 The Seller has the requisite power and authority to enter into and perform this Agreement and the other 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 Purchase Documents to which it is party will when delivered constitute, binding obligations of 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, this Agreement and the other Purchase Documents will not: (A) result in a breach of any provision of the memorandum or articles of association or other constitutional documents 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; (C) result in a breach of any law, regulation, order, judgment or decree of any court or governmental agency to which the Seller is a party or by which the Seller is bound (other than anti-trust law or regulation); (D) require the consent of its shareholders (other than to the extent expressly contemplated by Schedule 1 (Conditions to Completion); or (E) so far as the Seller is aware, give any government entity the right to revoke, withdraw, suspend, cancel or terminate any authorisation, certificate, approval, permit, licence, registration or consent held by any Company or which relates to the Asset Sellers Business (where such revocation, withdrawal, suspension, cancellation or termination would have a material adverse effect), excluding any right a government entity may have to so revoke, withdraw, suspend, cancel or terminate because the Purchaser does not satisfy the particular requirements of that government entity, where such breach has a material adverse effect or would prevent the Seller from complying with its material obligations hereunder.

Capacity of the Sellers. 2.1 Each Seller has the requisite capacity, power and authority to enter into and perform its obligations under this agreement and to execute, deliver and perform any obligations it may have under each document to be delivered by that Seller at Completion. 2.2 The obligations of each Seller under this agreement constitute, and the obligations of each Seller under each document to be delivered by that Seller at Completion will when delivered constitute, binding obligations of that Seller in accordance with their respective terms. 2.3 The execution and delivery of, and the performance by each Seller of its obligations under, this agreement and each document to be delivered by that Seller at Completion will not: (A) result in a breach of any provision of the memorandum or articles of association of any Seller that is a body corporate; or (B) result in a breach of, or constitute a default under, any instrument by which any Seller is bound; or (C) result in a breach of any order, judgment or decree of any court or governmental agency by which any Seller is bound; or (D) require the consent of the shareholders of any Seller that is a body corporate, or the shareholders of the Company or of any other person.

Capacity of the Sellers. 1.1 The ZD Parent is a company duly incorporated and validly existing under the laws of the state of Delaware, United States of America. 1.2 ZDEL and ZDF are companies duly incorporated and validly existing under the laws of England and Wales.

Capacity of the Sellers. 5.1.1 Each Seller, if an Entity, is duly organised and validly existing and in good standing under the laws of its jurisdiction of incorporation or formation and has the requisite power and authority, to enter into and to perform this Agreement and the other documents to be executed by it in accordance with this Agreement and to consummate the transactions contemplated hereby and thereby, and if an individual, no authorization or consent (from any third party, tutor or court) is required to enter into this Agreement and sell such Seller’s Transferred Securities hereunder. 5.1.2 The execution of this Agreement and the performance of the obligations of each Seller which is an Entity hereunder have been duly authorized by the competent corporate bodies of such Seller, and no other corporate action on the part of such Seller is necessary to authorize the execution of this Agreement and the performance of such Seller’s obligations hereunder. 5.1.3 This Agreement and all other documents to be executed in accordance with it to which it is a party constitute, or will when executed constitute, valid and binding obligations of each Seller enforceable against it/him/her in accordance with its terms.

Capacity of the Sellers. 1.1 Each Seller is a company incorporated and validly existing under the Laws of the jurisdiction in which it was incorporated. 1.2 Each Seller has the requisite power and authority to enter into and to perform each Transaction Document to which it is a party. 1.3 When executed by the relevant Seller, each Transaction Document to which that Seller is a party shall constitute legal, valid and binding obligations of that Seller and shall be enforceable in accordance with its terms. 1.4 The execution and delivery of, and the performance by each Seller of its obligations under, each Transaction Document to which that Seller is a party will not: 1.4.1 result in a breach of any provision of its constitutional documents; 1.4.2 result in a breach of any order, judgment or decree of any court or Governmental Authority to which that Seller is a party or by which it is bound or Laws by which it is bound; or 1.4.3 save as provided in paragraph 1 of Schedule 2, require any Seller to obtain any consent or approval of, or give any notice to, or make any registration with, any Governmental Authority which has not been obtained or made at the date of this Agreement both on an unconditional basis and on a basis which cannot be revoked (save pursuant to any legal or regulatory entitlement to revoke the same other than by any reason of any misrepresentation or misstatement). 1.5 No order has been made and no resolution has been passed for the winding up or liquidation of any Seller or for a provisional liquidator to be appointed in respect of any Seller, and no petition has been presented and no meeting has been convened for the purpose of the winding up or liquidation of any Seller. No Seller has become subject to any analogous proceedings or arrangements under the Laws of any applicable jurisdiction. 1.6 No administrator, administrative receiver or any other receiver or manager has been appointed by any person in respect of any Seller or all or any of its assets and no steps have been taken by any Seller nor, so far as the Seller is aware, any other person, to initiate any such appointment. No analogous appointments have been made or initiated by any Seller or, so far as the Seller is aware, any other person, under the Laws of any applicable jurisdiction. 1.7 No Seller is insolvent or unable to pay its debts within the meaning of section 123 Insolvency Act 1986 or the equivalent insolvency Laws applicable to it, or has stopped paying its debts as they fall due.

Capacity of the Sellers. 2.1 Each Seller, by reason of his or her knowledge and experience in financial and business matters, is capable of evaluating the risks and merits of an investment in the Buyer's Shares. Each Seller recognises that the Buyer's Shares are speculative and that investments in the Buyer's Shares involves a high degree of risk. Each Seller is prepared to bear the economic risk of an investment in the Buyer's Shares and is able to withstand a total loss of his or her investment in the Buyer's Shares. Each Seller acknowledges that the purchase of Buyer's Shares hereunder is being made for his or her own account, for investment purposes only and not with the present intention of distributing or reselling the Buyer's Shares in whole or in part. 2.2 Each Seller further understands that the Buyer's Shares have not been registered under the Securities Act, or under any state securities laws by reason of specific exemptions therefrom, which depend upon, among other things, the accuracy of the representations expressed in this Agreement by the Sellers. Each Seller has had the opportunity to discuss all aspects of this transaction with management of the Buyer, has made or has had the opportunity to make such inspection of the books and records of the Buyer as the Sellers have deemed necessary in connection with this investment, and any questions asked have been answered to the satisfaction of the Sellers. 2.3 Each Seller acknowledges that he will offer, sell or otherwise transfer the Buyer's Shares, prior to the date which is one year after Completion only (A) pursuant to a registration statement that has been declared effective under the Securities Act, (B) pursuant to offers and sales that occur outside the United States to a non-U.S. citizen within the meaning of Regulation S under the Securities Act in a transaction meeting the requirements of Rules 903 and 904 under the Securities Act, or (C) pursuant to another available exemption from the registration requirements of the Securities Act, subject to the Buyer's right prior to any offer, sale or transfer pursuant to clause (B) or (C) to require the delivery of an opinion of counsel, certificates and/or other information reasonably satisfactory to the Buyer and that Buyer shall refuse to register the transfer of any such shares on its books unless such transfer complies with clause (A), (B) or (C). 2.4 Each Seller has the requisite power and authority to enter into and perform this Agreement and the Supplemental Agree...