Capacity to Act Sample Clauses

Capacity to Act. (1) The Founder has sufficient civil rights and capacity to sign this Agreement and other Capital Increase Transaction Documents, fully fulfill all obligations under this Agreement and others Capital Increase Transaction Documents and complete transactions under this Agreement. (2) The Controlling Shareholder is a joint stock limited company duly incorporated and validly existing under China laws. The Controlling Shareholder has all the necessary powers, authorization and capabilities to sign this Agreement and other Capital Increase Transaction Documents, and perform its obligations under this Agreement and the various Capital Increase Transaction Documents proposed under this Agreement. (3) The Company is a limited liability company duly incorporated and validly existing under the PRC laws. The Company has all the necessary powers, authorization and capabilities to sign this Agreement and other Capital Increase Transaction Documents, and perform its obligations under this Agreement and the various Capital Increase Transaction Documents proposed under this Agreement. (4) This Agreement and other Capital Increase Transaction Documents shall constitute the legal, valid and binding obligations of the parties in accordance with their respective terms upon signing and delivery by them and shall be enforceable against the Founder, the Controlling Shareholder and the Company unless subject to the following restrictions: (a) applicable bankruptcy, insolvency, reorganization or other generally applicable laws concerning or affecting the exercise of rights of creditors; and (b) the applicable results of legal remedies. (5) The signing of this Agreement and other Capital Increase Transaction Documents and performance of obligations under this Agreement and other Capital Increase Transaction Documents by the Founder, the Controlling Shareholder and the Company will not: (i) result in the violation of any legal documents binding on them or the non-performance of obligations under such legal documents; (ii) result in the violation of any order, judgment or decree of any court or government authority binding on them; and (iii) be detrimental to the legitimate interests of any third party. except where the above circumstances will not affect the performance of obligations under this Agreement.
Sample 1Sample 2Sample 3See All (8)
Capacity to Act. Neither the Fund nor the Clearing Broker shall have any authority to act as agent for each other except as specifically provided for in this Agreement. In receiving orders from and causing to be effected transactions for an IBD in Shares pursuant to this Agreement, Clearing Broker shall act as agent for the IBD and not the individual Customers. Except as specifically provided for herein, nothing shall cause the Clearing Broker to become a partner, agent or employee of the Distributor or the Funds. No party shall be under any liability to the other except for what is expressly assumed in this Agreement or pursuant to applicable law. Except as specifically provided for herein, no party may assume, create or incur any liability of any kind, express or implied, against, in the name of or on behalf of any other party with respect to the subject matter contained herein. Nothing contained herein shall be deemed to be a condition, stipulation or provision binding any persons acquiring Shares to waive compliance with any provision of the Securities Act of 1933 (the "1933 Act") or to waive any SEC rules or regulations or to relieve the parties of any liability arising under the 1933 Act. Each party hereto acknowledges that this Agreement is not exclusive and that any party may enter into similar arrangements with other entities.
Sample 1See All (4)
Capacity to Act. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or default pursuant to the charter documents of PRL.
Sample 1
Capacity to Act. The execution and delivery of this Agreement and the --------------- consummation of the transactions contemplated hereby will not result in any breach or default pursuant to the charter documents of Seller or any agreements relating to indebtedness existing on the execution date hereof.
Sample 1
Capacity to Act. Neither the Series Trust nor Custodian or its affiliated designee(s), shall have any authority to act as agent for the other except as specifically provided for in this Agreement. In receiving orders and effecting transactions for a Financial Intermediary in Shares pursuant to this Agreement, Custodian and/or its affiliated designee(s) shall facilitate the transaction processing of Shares. Except as specifically provided for herein, nothing shall cause Custodian or its affiliated designee(s) to become a partner, agent or employee of either the Series Trust or of the Funds. No party shall be under any liability to the other except for what is expressly assumed in this Agreement or pursuant to applicable law. Nothing contained herein shall be deemed to be a condition, stipulation or provision binding any persons acquiring Shares to waive compliance with any provision of the Securities Act of 1933 (the “1933 Act”), any SEC rules or regulations, or relieve the parties of any liability arising under the 1933 Act. Each party hereto acknowledges that this Agreement is not exclusive and that any party may enter into similar arrangements with other entities.
Sample 1
Capacity to Act. (a) Neither the Series Trust nor the Dealer shall have any authority to act as agent for each other except as specifically provided for in this Agreement. In receiving orders from and causing to be effected transactions for an RIA Customer in Shares pursuant to this Agreement, Dealer shall act as agent for the RIA and not the individual Customers. Except as specifically provided for herein, nothing shall cause the transactions contemplated by this Agreement to constitute a syndicate, association, joint venture, partnership, unincorporated business, or other separate entity or otherwise partners between the parties hereto, nor shall it cause the Dealer to become a partner, agent or employee of the Series Trust or the Funds. No party shall be under any liability to the other except for what is expressly assumed in this Agreement or pursuant to applicable law. Except as specifically provided for herein, no party may assume, create or incur any liability of any kind, express or implied, against, in the name of or on behalf of any other party with respect to the subject matter contained herein. Nothing contained herein shall be deemed to be a condition, stipulation or provision binding any persons acquiring Shares to waive compliance with any provision of the Securities Act of 1933 (the “1933 Act”) or to waive any SEC rules or regulations or to relieve the parties of any liability arising under the 1933 Act. Each party hereto acknowledges that this Agreement is not exclusive and that any party may enter into similar arrangements with other entities. (b) The parties hereto acknowledge, understand and agree that Dealer does not recommend the purchase, sale or redemption of Shares to RIA Customers and that RIAs are responsible for determining on a continuing basis any RIA Customer’s investment objectives and the suitability of such RIA Customers’ investment in Fund Shares. The parties hereto further acknowledge, understand and agree that Dealer relies on its agreements with RIAs in which the RIAs make certain that the RIA Customer has granted full right, power and authority to such RIA to effect transactions in securities on such RIA Customer’s behalf.
Sample 1
Capacity to Act. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein will not result in any breach or default pursuant to the charter documents of UREX.
Sample 1

Related to Capacity to Act

  • Breach of the Agreement The Beneficiary commits a material breach of its obligations under this Agreement;

  • Waiver of Punitive Damages Notwithstanding anything to the contrary contained in this Agreement, the Borrower hereby agrees that it shall not seek from the Lenders or the Administrative Agent punitive, consequential, or indirect damages relating to any such matters under any theory of liability.

  • Limited Warranties and Remedies (1) Online Services. Microsoft warrants that each Online Service will perform in accordance with the applicable SLA during Customer’s use. Customer’s remedies for breach of this warranty are described in the SLA.

  • Waiver of Jury Trial, Punitive Damages, etc BORROWER, ADMINISTRATIVE AGENT, AND EACH BANK HEREBY (a) KNOWINGLY, VOLUNTARILY, INTENTIONALLY, AND IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON, OR DIRECTLY OR INDIRECTLY AT ANY TIME ARISING OUT OF, UNDER OR IN CONNECTION WITH THE LOAN PAPERS OR ANY TRANSACTION CONTEMPLATED THEREBY OR ASSOCIATED THEREWITH, BEFORE OR AFTER MATURITY; (b) IRREVOCABLY WAIVE, TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW, ANY RIGHT IT MAY HAVE TO CLAIM OR RECOVER IN ANY SUCH LITIGATION ANY “SPECIAL DAMAGES,” AS DEFINED BELOW; (c) CERTIFY THAT NO PARTY HERETO NOR ANY REPRESENTATIVE OR AGENT OR COUNSEL FOR ANY PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, OR IMPLIED THAT SUCH PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVERS, AND (d) ACKNOWLEDGE THAT IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT, THE OTHER LOAN PAPERS AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS CONTAINED IN THIS SECTION. AS USED IN THIS SECTION, “SPECIAL DAMAGES” INCLUDES ALL SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES (REGARDLESS OF HOW NAMED), BUT DOES NOT INCLUDE ANY PAYMENT OR FUNDS WHICH ANY PARTY HERETO HAS EXPRESSLY PROMISED TO PAY OR DELIVER TO ANY OTHER PARTY HERETO.

  • Warranties and Remedies The Supplier warrants that for a period of 12 months after acceptance of the Goods: a) the Goods are of good quality and free from defects in design and workmanship, b) the Goods are manufactured with only new and unused materials; c) the Goods correspond exactly with the requirements of the Agreement and the reasonable expectations of Sioux regarding the characteristics, quality and reliability of the Goods. In the event of a breach of warranty the Supplier shall, during the warranty period, repair or replace, at Sioux’ discretion, the defective Goods free of charge. Sioux shall notify the Supplier of a warranty issue as soon as possible, and at least within 14 calendar days of discovery of the defect, in writing. Goods repaired or replaced within the warranty period, assume the remainder of the original warranty period, or are warranted for a 6 months period, whichever period is longer. Defects caused by unauthorized modifications, use or improper installation of the Goods by, or on behalf of Sioux shall not be considered a breach of warranty. The Supplier warrants that it performs Services using the duty of care as set out in article 3 and according to the description (including any completion criteria) stated in the PO. The remedy for breach of the warranty for Services shall be re-performance by the Supplier, without charge, of the defective part of the Services. The Supplier warrants it shall comply with all privacy and data protection laws and regulations applicable to its Services or Goods.

  • Breach of Agreement Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(e) or to give notice of a Termination Event or any agreement or obligation under Section 4(a)(i), 4(a)(iii) or 4(d)) to be complied with or performed by the party in accordance with this Agreement if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party;

  • Reference to and Effect on the Agreement (a) Upon the effectiveness of Sections 1, 2 and 3 hereof, on and after the date hereof, each reference in the Original Agreement to "this Agreement," "hereunder," "hereof," "herein," or words of like import, shall mean and be a reference to the Original Agreement as amended hereby. (b) Except as specifically amended by this Amendment, the Agreement shall remain in full force and effect and is hereby ratified and confirmed.

  • Reference to and Effect on the Loan Documents Upon the effectiveness of this Amendment, on and after the date hereof, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof” or words of like import referring to the Credit Agreement, and each reference in the other Loan Documents to “the Credit Agreement”, “thereunder”, thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement as amended hereby.

  • REMEDIES UPON BREACH OF REPRESENTATIONS AND WARRANTIES MADE BY SELLER It is hereby acknowledged that Seller shall make for the benefit of the Trustee on behalf of the holders of the Certificates, whether directly or by way of Purchaser's assignment of its rights hereunder to the Trustee, the representations and warranties set forth on Exhibit 2 hereto (each as of the date hereof unless otherwise specified).

  • Reliance on the Agreement To the extent that, at law or in equity, a Member, Manager, director of the Company, officer of the Company or any Specified Agent has duties (including fiduciary duties) and liabilities relating thereto to the Company or to any Member or other person bound by this Agreement, such Member, Manager, director, officer or any Specified Agent acting under this Agreement shall not be liable to the Company or to any Member or other person bound by this Agreement for its good faith reliance on the provisions of this Agreement. The provisions of this Agreement, to the extent that they restrict the duties and liabilities of a Member, Manager, director of the Company, officer of the Company or any Specified Agent otherwise existing at law or in equity, are agreed by the parties hereto to replace such other duties and liabilities of such Member, Manager, director or officer or any Specified Agent.