Capacity of Vendors Sample Clauses

Capacity of Vendors. Each Vendor has full power to enter and perform this Agreement, which when executed constitute binding obligations on each Vendor in accordance with their terms.
Sample 1Sample 2
AutoNDA by SimpleDocs
Capacity of Vendors. 3.1 The Vendors are entitled to sell, or procure the sale of, the full legal and beneficial interest in the Shares to the Purchaser on the terms set out in this agreement. 3.2 Each Vendor has taken all corporate (if relevant) and other actions necessary to enable it to enter into and perform this agreement, and has secured all approvals and consents (governmental or otherwise) required for the performance of the transactions contemplated by this agreement. 3.3 Neither the execution or delivery of this agreement by the Vendors, nor Completion of the transactions contemplated, is prohibited by, or violates, any provision and will not result in a breach of: 3.3.1 any applicable law, rule, regulation, judgment, decree, order or other requirements of the United Kingdom or of any court, authority, department, commission, board, bureau or agency; or 3.3.2 (to the extent relevant) the memorandum or articles of association of the Vendors. 3.4 This agreement constitutes and imposes valid legal and binding obligations on each Vendor, fully enforceable in accordance with their terms. 3.5 Completion of the transactions contemplated by this agreement by the Vendors will not: 3.5.1 conflict with, result in the breach of constitute a default under, or accelerate the performance provided by, the terms of any contract, agreement or deed to which any Vendor may be bound or affected; or 3.5.2 constitute a default or an event which, with the lapse of time or action by a third party, could result in the creation of any lien, incumbrance, security, interest, equity, claim or restriction on any of the Shares.
Sample 1
Capacity of Vendors. 3.1 The Vendors are entitled and have all requisite power, authority and personal capacity to sell, or procure the sale of, the full legal and beneficial interest in the Shares to the Purchaser on the terms set out in this agreement and to perform this agreement in accordance with its terms. 3.2 Each Vendor has taken all actions necessary to enable him to enter into and perform this agreement, and has secured all approvals and consents (governmental or otherwise) required for the performance of the Transactions. 3.3 Neither the execution or delivery of this agreement by the Vendors, nor Completion of the Transactions, is prohibited by, or violates, any provision, and will not result in a breach of, or constitute a default under: 3.3.1 any applicable law, rule, regulation, judgement, decree, order or other requirements of the United Kingdom or of any court, authority, department, commission, board, bureau or agency; 3.3.2 the memorandum or articles of association of the Company or the Subsidiary; 3.3.3 any agreement or instrument to which the Company or the Subsidiary is a party or by which it is bound or affected; or 3.3.4 any order, judgement, decree or other restriction applicable to the Company, the Subsidiary or the Vendor. 3.4 This agreement constitutes and imposes valid legal and binding obligations on each Vendor, fully enforceable in accordance with their terms. 3.5 Other than as contemplated to be waived and released as provided in clause 4.1.5 of the agreement, Completion of the Transactions by the Vendors will not: 3.5.1 conflict with, result in the breach of or constitute a default under, or accelerate the performance provided by, the terms of any contract, agreement or deed to which any Vendor may be bound or affected; or 3.5.2 constitute a default or an event which, with the lapse of time or action by a third party, could result in the creation of any Incumbrance on any of the Shares.
Sample 1
Capacity of Vendors. 3.1 The Vendors are entitled to sell or procure the sale of the full legal and beneficial interest in the Shares to the Purchaser on the terms set out in this agreement 3.2 Each Vendor has taken all corporate (if relevant) and other actions necessary to enable it to enter into and perform this agreement and has secured all approvals and consents (governmental or otherwise) required for the performance of the transactions contemplated by this agreement 3.3 Neither the execution or delivery of this agreement by the Vendors nor Completion of the transactions contemplated is
Sample 1
Capacity of Vendors. 3.1 The Company has taken all corporate (if relevant) and other actions necessary to enable it to enter into and perform this agreement and has secured all approvals and consents (governmental or otherwise) required for the performance of the transactions contemplated by this agreement 3.2 Neither the execution or delivery of this agreement by the Company and the Warrantors nor Completion of the transactions contemplated is prohibited by or violates any provision and will not result in a breach of: 3. 2:1 any applicable law rule regulation judgement decree order or other requirements of the United Kingdom or of any court authority department commission board bureau or agency or 3.2:2 (to the extent relevant) the memorandum or articles of association of the Company 3.3 This agreement constitutes and imposes valid legal and binding obligations on the Company and the Warrantors fully enforceable in accordance with its terms 3.4 Completion of the transactions contemplated by this agreement by the Company will not conflict with result in the breach of constitute a default under or accelerate the performance provided by the terms of any contract agreement or deed to which the Company may be bound or affected.
Sample 1

Related to Capacity of Vendors

  • Capacity of Parties The signature(s) of the Obligor(s) on the Contract are genuine and all parties to the Contract had full legal capacity to execute the Contract.

  • Independent Capacity of Contractor The Contractor and Contractor Parties shall act in an independent capacity and not as officers or employees of the state of Connecticut or of the Agency.

  • INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this contract. The CONTRACTOR and his or her employees or agents performing under this contract are not employees or agents of the AGENCY. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the AGENCY or of the State of Washington by reason hereof, nor will the CONTRACTOR make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the CONTRACTOR.

  • Interconnection Customer Authority Consistent with Good Utility Practice, this LGIA, and the CAISO Tariff, the Interconnection Customer may take actions or inactions with regard to the Large Generating Facility or the Interconnection Customer’s Interconnection Facilities during an Emergency Condition in order to (i) preserve public health and safety, (ii) preserve the reliability of the Large Generating Facility or the Interconnection Customer’s Interconnection Facilities,

  • Authority of Representatives In all dealings hereunder, the Representatives of the Underwriters of the Designated Securities shall act on behalf of each of such Underwriters, and the parties hereto shall be entitled to act and rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by such Representatives jointly or by such of the Representatives, if any, as may be designated for such purpose in the Pricing Agreement.

  • Where a Contracting Party expropriates the assets of a company which is incorporated or constituted under the law in force in any part of its own territory, and in which investors of the other Contracting Party own shares, it shall ensure that the provisions of this Article are applied so as to guarantee prompt, adequate and effective compensation in respect of their investment to such investors of the other Contracting Party who are owners of those shares.

  • Authority of Contractor The Contractor shall have no right or authority, express or implied, to commit or otherwise obligate the Company in any manner whatsoever except to the extent specifically provided herein or specifically authorized in writing by the Company.

  • Interconnection Customer (1) Interconnection Customer shall construct and, unless otherwise indicated, shall own, the following Interconnection Facilities: None (2) In the event that, in accordance with the Interconnection Construction Service Agreement, Interconnection Customer has exercised the Option to Build, it is hereby permitted to build in accordance with and subject to the conditions and limitations set forth in that Section, the following portions of the Transmission Owner Interconnection Facilities which constitute or are part of the Customer Facility: None Ownership of the facilities built by Interconnection Customer pursuant to the Option to Build shall be as provided in the Interconnection Construction Service Agreement.

  • Interconnection Customer Obligations The Interconnection Customer shall maintain the Large Generating Facility and the Interconnection Customer’s Interconnection Facilities in a safe and reliable manner and in accordance with this LGIA.

  • Prompt Payment to Subcontractors (a) Within 7 days of receipt by the Contractor of each payment from the City under this contract, the Contractor shall pay all Subcontractors (which term includes subconsultants and suppliers) based on work completed or service provided under the subcontract. Should any payment to the Subcontractor be delayed by more than 7 days after receipt of payment by the Contractor from the City under this contract, the Contractor shall pay the Subcontractor interest, beginning on the 8th day, at the rate of 1% per month or fraction thereof on such unpaid balance as may be due. By appropriate litigation, Subcontractors shall have the right to enforce this subsection (a) directly against the Contractor, but not against the City of Durham. (b) If the individual assigned to administer this contract for the City (in this section, titled “Prompt Payment to Subcontractors,” he or she will be referred to as the “Project Manager”) determines that it is appropriate to enforce subsection (a) in this manner, the City may withhold from progress or final payments to the Contractor the sums estimated by the Project Manager to be (i) the amount of interest due to the Subcontractor under subsection (a), and/or (ii) the amounts past-due under subsection (a) to the Subcontractor but not exceeding 5% of the payment(s) due from the City to the Contractor. This subsection (b) does not limit any other rights to withhold payments that the City may have. (c) Nothing in this section (titled “Prompt Payment to Subcontractors”) shall prevent the Contractor at the time of invoicing, application, and certification to the City from withholding invoicing, application, and certification to the City for payment to the Subcontractor for unsatisfactory job progress; defective goods, services, or construction not remedied; disputed work; third-party claims filed or reasonable evidence that such a claim will be filed; failure of the subcontractor to make timely payments for labor, equipment, and materials; damage to the Contractor or another subcontractor; reasonable evidence that the subcontract cannot be completed for the unpaid balance of the subcontract sum; or a reasonable amount for retainage not to exceed 10%. (d) The Project Manager may require, as a prerequisite to making progress or final payments, that the Contractor provide statements from any Subcontractors designated by the Project Manager regarding the status of their accounts with the Contractor. The statements shall be in such format as the Project Manager reasonably requires, including notarization if so specified.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!