Compliance and Capacity Sample Clauses

Compliance and Capacity. 2.1 Barclays has power under its memorandum and articles of association and, subject to the passing of the Resolutions, relevant members’ resolutions to create, allot and issue the Subscription Shares and to effect the Subscription in the manner proposed and to enter into and perform the Transaction Agreements without any further sanction or consent by members of Barclays or any class of them and there are no consents or third party approvals, authorisations or orders required by Barclays for the issue of the Subscription Shares and to effect the Subscription which have not been or will not prior to the Admission have been obtained.
AutoNDA by SimpleDocs
Compliance and Capacity. 2.1 Each of Investor and CDB has power under its constitutional documents and, save for the approval of the State Administration of Foreign Exchange (which will be obtained on or prior to Admission), has obtained all necessary authorities (including, without limitation) all relevant members’ resolutions to subscribe (in the case of the Investor) and pay for the Subscription Shares in the manner proposed (in the case of the Investor) and to enter into and perform the Transaction Agreements to which they are a party and there are no governmental or regulatory consents or other third party approvals, authorisations or orders required to subscribe (in the case of the Investor) and pay for the Subscription Shares (in the case of the Investor) in the manner proposed and to enter into and perform the Transaction Agreements to which they are a party which have not been or will not prior to the Admission have been obtained.
Compliance and Capacity. 7.1 The making of the Tender Offer and the Placing and Open Offer, the issue, publication, despatch or filing (as the case may be) of the Tender Offer Documents, the Press Announcements, the Circular, the Form of Proxy, the Application Form and any Supplementary Prospectus, the entry into and performance of this Agreement and, subject only to the passing of the Resolution, the allotment and issue of the New Shares complies or will (as the case may be) comply with:
Compliance and Capacity. 21.1 So far as the Warrantors are aware, neither any individual Group Company nor any of its officers or any Person for whose acts such Group Company are vicariously liable has committed a material breach of any statute, regulation or any other legal obligation or requirement for the time being in force in the United Kingdom relating to the carrying on of the business of the Group including (without prejudice to the generality of the foregoing) those relating to the health and safety of its employees or the safety of any Persons using or who may be affected by the goods or services supplied by such Group Company and none of the Warrantors have received notification of any such breach.
Compliance and Capacity. 44.1 Each Investor, each Optionholder and Xxxxxxx Xxxxxx Xxxxxx has taken all necessary action and has all requisite power and authority to enable such person to enter into and perform this Agreement and the other documents referred to in it (to the extent such person is a party thereto) in accordance with their terms. This Agreement and the other documents referred to in it (to the extent such person is a party thereto) constitute (or shall constitute when executed), valid, legal and binding obligations on such person in the terms of the Agreement and such other documents (to the extent such person is a party thereto). Performance of this Agreement and the documents referred to in it (to the extent such person is a party thereto) by such Investor, such Optionholder or Xxxxxxx Xxxxxx Xxxxxx, as the case may be, shall so far as such person is aware not require any licences, permissions or consents from any governmental agency or third party, or violate, or constitute a breach or default under:
Compliance and Capacity. 2.1 Barclays has power under its memorandum and articles of association and subject, in the case of the Second Subscription Shares only, to the passing of the Resolutions, relevant members’ resolutions to create, allot and issue the Subscription Shares and the Barclays Ordinary Shares which may be issued on exercise of the Baytree Warrant and to effect the Subscription in the manner proposed and to enter into and perform this Agreement and the Baytree Warrant without any further sanction or consent by members of Barclays or any class of them and there are no consents, licences, approvals, authorisations, orders, filings or registrations required by Barclays for the execution, delivery, performance, validity or enforceability of this Agreement or the Baytree Warrant or for the issue of the Subscription Shares and to effect the Subscription which have not been or will not prior to the relevant Admission have been obtained.
Compliance and Capacity. 2.1 It has power under its memorandum and articles of association and relevant members’ resolutions to subscribe (in the case of the First Investor and the Second Investor) and pay for the Subscription Shares in the manner proposed and to enter into and perform this Agreement without any further sanction or consent by its members or any class of them and there are no governmental or regulatory consents or other third party licences, approvals, authorisations, orders, filings or registrations required for the execution, delivery, performance, validity or enforceability of this Agreement or to subscribe (in the case of the Investors) and pay for the Subscription Shares in the manner proposed and to enter into and perform this Agreement which have not been or will not prior to the Admission have been obtained.
AutoNDA by SimpleDocs
Compliance and Capacity 

Related to Compliance and Capacity

  • Assistance and Cooperation After the Closing Date, each of Seller and Purchaser shall:

  • Legal Compliance; Permits To the Seller’s Knowledge, currently and since December 31, 2002, each Acquired Company has complied and is in compliance with all applicable Laws of all Governmental Authorities. Neither Seller nor any Acquired Company has received any written notice of or has been charged with the violation of any material Laws applicable to the Acquired Company Assets. To the Seller’s Knowledge, the Acquired Companies currently have all material Permits that are necessary to operate the Acquired Company Assets and the operations related thereto in the Ordinary Course of Business, all such Permits are in full force and effect, and no Acquired Company is in material default or violation (and no event has occurred which, with notice or the lapse of time or both, would constitute a material default or violation) of any term, condition or provision of any such Permits. Notwithstanding the previous sentences, the Seller makes no representations or warranties in this Section 4(e) with respect to Taxes or Environmental Laws, for which the sole representations and warranties of the Seller are set forth in Sections 4(f) and 4(i), respectively.

  • Chief Compliance Officer The Chief Compliance Officer of the Trust will be responsible for administering its compliance policies and procedures, shall have sufficient authority and independence within the organization to compel others to adhere to the compliance policies and procedures, shall report directly to the Board of Trustees, shall annually furnish a written report on the operation of the compliance policies and procedures to the Board of Trustees and shall perform such other duties as prescribed by the Board of Trustees.

  • General Compliance This Agreement is intended to comply with Section 409A or an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. For purposes of Section 409A, each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, the Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall the Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by the Executive on account of non-compliance with Section 409A.

  • Existence and Compliance Maintain its existence, good standing and qualification to do business, where required and comply with all laws, regulations and governmental requirements including, without limitation, environmental laws applicable to it or to any of its property, business operations and transactions.

  • Compliance Services (a) If Schedule I contains a requirement for the BNY to provide the Fund with compliance services, such services shall be provided pursuant to the terms of this Section 6 (the “Compliance Services”). The precise compliance review and testing services to be provided shall be as mutually agreed between the BNY and each Fund, and the results of the BNY’s Compliance Services shall be detailed in a compliance summary report (the “Compliance Summary Report”) prepared on a periodic basis as mutually agreed. Each Compliance Summary Report shall be subject to review and approval by the Fund. The BNY shall have no responsibility or obligation to provide Compliance Services other that those services specifically listed in Schedule I.

  • Compliance; Permits All activity undertaken pursuant to this Contract shall be in compliance with federal and state law and regulations and City Requirements. Developer shall obtain all permits and approvals required to do the work authorized under this Contract.

  • Compliance and Confidentiality The Warrant Agent shall perform its duties under this Agreement in compliance with all applicable laws and keep confidential all information relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.

  • Compliance Program The Company has established and administers a compliance program applicable to the Company, to assist the Company and the directors, officers and employees of the Company in complying with applicable regulatory guidelines (including, without limitation, those administered by the FDA, the EMA, and any other foreign, federal, state or local governmental or regulatory authority performing functions similar to those performed by the FDA or EMA); except where such noncompliance would not reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.