Capacity of Vendor. As regards the Vendor:
(i) it has the requisite power and authority to enter into this Agreement and the Transaction Documents to which it is a party and perform all its obligations thereunder;
(ii) this Agreement and the Transaction Documents to which it is a party constitute (or will constitute when executed) its legal, valid and binding obligations enforceable against it in accordance with their terms;
(iii) it has the power and authority to absolutely and unconditionally sell and transfer the full legal and beneficial ownership in the Interests registered in its name to the Purchaser on the terms set out in this Agreement;
(iv) the execution and delivery of this Agreement and the Transaction Documents and performance by it of the obligations thereunder do not and will not result in a breach of, or constitute any default under, any law or regulation, any order, judgement or decree by any court or governmental agency to which it is a party or by which it is bound, its Articles of Incorporation and Bylaws or any agreement to which it is a party;
(v) all consents, licences, approvals and authorisations required by it in connection with this Agreement and the Transaction Documents to which it is a party and the transactions contemplated thereby have been obtained and are in full force and effect;
(vi) no action, suit, proceeding, litigation or dispute against it or any member of the Vendor’s Group is presently taking place or pending or, to its knowledge, threatened that would or might reasonably be expected to inhibit its ability to perform its obligations under this Agreement and the Transaction Documents to which it is a party or that could materially and adversely affect the Interests; and
(vii) in so far as it is a body corporate:
(A) it is a body corporate duly incorporated and validly existing under the laws of the jurisdiction in which it is incorporated;
(B) no Insolvency Event has occurred in relation to it and no events or circumstances have arisen that entitle or could entitle any person to take any action, appoint any person, commence proceedings or obtain any order instigating an Insolvency Event.
Capacity of Vendor. The Vendor has the requisite power and capacity to enter into this Agreement and to perform its obligations hereunder and the execution, delivery or observance or performance of this Agreement is not a contravention or breach, or will not be a contravention or breach, of the constating documents or resolutions of directors and shareholders of the Vendor or the terms of any agreement, trust or other document or any lawful requirement of the Vendxx.
Capacity of Vendor. 11 (3) Enforceability................................. 12 (4) Residence...................................... 12 (5) Investments.................................... 12 (6)
Capacity of Vendor. 11.1 Despite any other provision of this Agreement, every warranty, condition and obligation of the Vendor is subject to the Disclosure Statement.
Capacity of Vendor. 19.1 The Vendor warrants:-
(a) It has the unrestricted right, power, authority and capacity to enter into and complete this Agreement and to perform its obligations under this Agreement;
(b) it is a proprietary limited company duly organised, validly existing and in good standing under the Corporations Law and has full power and authority to carry on its business now being conducted, to own and operate its properties and assets and to perform its obligations under this Agreement; and
(c) the entering into or completion of this Agreement will not, as at the date of completion, conflict or violate with any provisions of its Memorandum and Articles of Association.
(d) Except as specifically disclosed in this Agreement or any Other Transaction Document or in the Disclosure Statement, to the best of the knowledge of the Vendor, the Vendor is not a party to or subject to any
Capacity of Vendor. 2.1 The Vendor is duly incorporated and validly exists under the law of its place of incorporation.
2.2 The Vendor has full corporate power and authority and all necessary consents to enter into this Deed and perform its obligations under this Deed, to carry out the transactions contemplated by this Deed, and to own its property and assets and carry on its business.
Capacity of Vendor. Each Vendor has the power and capacity to execute and deliver this Agreement and to consummate the Purchase and otherwise perform his or her obligations under this Agreement.
Capacity of Vendor. The Vendor has full power to enter and perform this Agreement, which when executed will constitute binding obligations on the Vendor in accordance with their terms.
Capacity of Vendor. The Vendor will transfer title to the Property as Beneficial Owner and will transfer in such capacity.
Capacity of Vendor. The Vendor’s Property is vested in the Vendor pursuant to a Conveyance dated the 16th day of January 1934 and made between the Purchaser (therein named The Bank of Bermuda Limited) of the one part and the Vendor of the other part and the Vendor will transfer title to the Vendor’s Property as beneficial owner and pursuant to section 20 (1) (b) of the Xxxxxxxxxxxxxx Xxx 0000.
