Capacity of the Vendor. 2.1 The Vendor has full and requisite power, authority and capacity and all other applicable governmental, statutory, regulatory or other consents, licences, authorisations, waivers or exemptions required to empower it to enter into and perform its obligations under this Agreement and any agreement entered into pursuant to the terms of this Agreement, and the provisions of this Agreement will, when executed, constitute legal, valid and binding obligations on the Vendor and enforceable against it in accordance with their respective terms.
2.2 The Vendor is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
2.3 The execution and delivery of, and the performance by the Vendor of its obligations under this Agreement will not (1) result in a breach of (i) any provision of its memorandum or articles of association or equivalent constitutional documents; or (ii) any law, regulation, order, judgment or decree applicable to it; and (2) require any consent or approval of any governmental authority.
2.4 No order has been made, petition presented, resolution passed or meeting convened for the winding-up of the Vendor. There are no cases or proceedings under any applicable insolvency or similar laws in any relevant jurisdiction and no events have occurred which, under applicable laws, would justify any such cases or proceedings.
2.5 The Vendor is a third party independent of GET and any of its subsidiaries (including but not limited to the Purchaser) and the connected persons of GET.
Capacity of the Vendor. 1.1 The Vendor is incorporated and is validly existing under the laws of its place of incorporation and has the power and authority to execute, deliver, enter into and perform its obligations under this Agreement and the other documents to be executed and delivered by it hereunder.
1.2 This Agreement constitutes and the other documents to be executed and delivered by the Vendor hereunder shall, when executed, constitute, legal, valid and binding obligations of the Vendor enforceable in accordance with their respective terms.
Capacity of the Vendor. The Vendor has the requisite power and authority to enter into and perform its obligations under this Agreement.
Capacity of the Vendor. 2.1 The execution and delivery of, and the performance by the Vendor of its obligations under this Agreement and the Ancillary Documents, will not:-
(i) result in a breach of, or constitute a default under, any instrument to which the Vendor or the Company is a party or by which the Vendor or the Company is bound;
(ii) result in a breach of any order, judgment or decree of any court or governmental agency to which the Vendor or the Company is a party or by which the Vendor or the Company is bound; or
(iii) require the consent of the shareholders of the Company or of any other persons.
Capacity of the Vendor. (a) Subject to the obtaining of the approval referred to in Clause 5.1, the Vendor has full power to enter into this Agreement and to exercise its rights and perform its obligations hereunder and (where relevant) all corporate and other actions required to authorise its execution of this Agreement and its performance of its obligations hereunder have been duly taken and this Agreement will, when executed by it, be a legal, valid and binding agreement on it and enforceable in accordance with the terms hereof.
(b) Subject to the obtaining of the approval referred to in Clause 5.1, the execution, delivery and performance of this Agreement by the Vendor do not and will not violate in any material respect any provision of (i) any law or regulation or any order or decree of any governmental authority, agency or court of Hong Kong and the PRC prevailing as at the date of this Agreement; or (ii) the laws and documents incorporating and constituting it prevailing as at the date of this Agreement.
(c) No consent, licence, approval or authorisation of or filing or registration with or other requirement of any governmental department, authority or agency in Hong Kong or in the PRC or elsewhere (but except the approval referred to in Clause 5.1 and any post-Completion obligations) is required of the Vendor in connection with the valid execution, delivery or performance of this Agreement by it (or for ensuring the validity or enforceability thereof).
(d) Save for the approval referred to in Clause 5.1, all necessary approvals or consents from the third parties required by the Vendor for the consummation of the transactions contemplated herein have been or will be obtained prior to Completion.
Capacity of the Vendor. 1.1.1 The Vendors have full power and capacity to enter into and perform this Agreement and this Agreement when executed will be valid and binding on the Vendors.
1.1.2 The execution, delivery and performance by the Founder of its obligations under, this Agreement will not:
(a) result in a material breach of any provision of the memorandum or articles of association of the Company or any agreement to which the Company is a party;
(b) result in a breach of any applicable law, or any order, judgment or decree of any court, governmental agency or regulatory body to which the Company is a party or by which it is bound; or
(c) conflict with, or result in any material violation of or default or give rise to a right of termination, cancellation or acceleration of any obligation or to loss of a material benefit under any contract, or permit to which the Company is a party or by which any of its properties or assets are bound.
Capacity of the Vendor. The Vendor has taken all necessary corporate action to authorize the execution, delivery and performance of this Agreement. The Vendor has the corporate power and capacity to enter into and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Vendor.
Capacity of the Vendor. The Vendor has legal right and full power, authority and capacity, and no further action, approval or consent is required to be taken or obtained for it, to enter into and perform this Agreement which when executed will constitute valid and binding obligations on the Vendor, in accordance with their respective terms.
Capacity of the Vendor. 1.1 The Vendor is company duly incorporated and validly existing under the laws of its jurisdiction.
1.2 The Vendor has the requisite capacity, power and authority to enter into and perform this Agreement and any other documents or agreements to be entered into in accordance with this Agreement.
1.3 This Agreement constitutes and such other documents or agreements executed by the Vendor which are to be delivered will, when executed, constitute valid and binding obligations of the Vendor.
1.4 The execution and delivery of this Agreement and such other documents and agreements and the performance by the Vendor will not:
1.4.1 result in a breach of, or constitute a default under, any instrument, contract and/or agreement to which they are a party or by which it is bound;
1.4.2 result in a breach of any order, judgment or decree of any court, governmental agency or regulatory body to which they are a party or by which they are bound; or
1.4.3 violate or exceed any power or restriction granted or imposed by their Constitution/Memorandum and Articles of Association.
1.5 The Vendor is not prohibited or prevented (whether contractually or otherwise) from entering into this Agreement to dispose of the leasing rights of the Land to the Purchaser and for the effective transfer of the leasing rights of the Land to the Purchaser.
1.6 The Vendor is and will be a going concern at the date of the transfer of the lease of the Land in favour of the Purchaser.
Capacity of the Vendor. The Vendor warrants, undertakes and represents to the Purchaser that:
(a) the Vendor has the requisite power and authority under its constitutional documents and otherwise to execute, deliver and perform its obligations under this Agreement and any other document to be executed by it;
(b) the execution and delivery of, and the performance of the obligations of the Vendor under, this Agreement have been duly authorised by all necessary corporate action on its part whether under its constitutional documents or otherwise; and
(c) this Agreement constitutes legal, valid and binding obligations of the Vendor enforceable in accordance with its terms.
