Corporate Capacity of Convenxia Sample Clauses

Corporate Capacity of Convenxia. Convenxia represents, warrants and covenants to Yak that: (1) Convenxia is a corporation duly incorporated, organized and subsisting under the laws of the United Kingdom with corporate power to own its assets and to carry on its business; (2) Convenxia has good and sufficient power, authority and right to enter into and deliver this Agreement and all Statements of Work, and has and will have the power, authority and right to transfer title to the Deliverables and the Yak Store Software and the Intellectual Property Rights in and related thereto, and to grant the licenses set out herein, to Yak free and clear of all liens, charges and encumbrances; (3) neither the entering into nor the delivery of this Agreement or any Statement of Work, nor the carrying out of the obligations of Convenxia hereunder, nor the transfer or granting of any rights or licenses to Yak hereunder will result in a violation of: (i) any of the provisions of the constating documents or by-laws of Convenxia; (ii) any agreement or other instrument to which Convenxia or any of its Affiliates is a party or is bound; or (iii) any applicable law or regulation; and (4) this Agreement constitutes a valid, binding and legally enforceable obligation of Convenxia in accordance with its terms.
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Related to Corporate Capacity of Convenxia

  • Corporate Capacity The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

  • Shareholder Capacity No Person executing this Agreement who, during the term hereof, is or becomes a director or officer of the Company makes any agreement or understanding herein in his or her capacity as a director or officer of the Company. Each Principal Shareholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, Principal Shareholder Shares.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

  • Action in Shareholder Capacity Only The parties acknowledge that this Agreement is entered into by Shareholder solely in such Shareholder’s capacity as the Beneficial Owner of such Shareholder’s Owned Securities and nothing in this Agreement restricts or limits any action taken by such Shareholder in its capacity as a director or officer of the Company or any of its Affiliates and the taking of any actions (or failure to act) in its capacity as an officer or director of the Company, or any of its Affiliates, will not be deemed to constitute a breach of this Agreement, regardless of the circumstances thereto.

  • Action in Stockholder Capacity Only Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company.

  • 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.

  • Contract Capacity The electric power producing capability of the Generating Facility which is committed to Edison.

  • Formation of Limited Liability Company The Company was formed on January 13, 2017, pursuant to the Delaware Limited Liability Company Act, 6 Del. C. § 18-101, et seq., as amended from time to time (the “Delaware Act”), by the filing of a Certificate of Formation of the Company with the office of the Secretary of the State of Delaware. The rights and obligations of the Member and the administration of the Company shall be governed by this Agreement and the Delaware Act. To the extent this Agreement is inconsistent in any respect with the Delaware Act, this Agreement shall control.

  • Certification of Limited Liability Company and Limited Partnership Interests Each interest in any limited liability company or limited partnership controlled by any Grantor and pledged hereunder shall be represented by a certificate, shall be a “security” within the meaning of Article 8 of the New York UCC and shall be governed by Article 8 of the New York UCC.

  • The Limited Liability Company The Members have created a limited liability company: The operations of the Company shall be governed by the laws located in the State of Governing Law and in accordance with this Agreement as follows:

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