Due Incorporation and Capacity. 21.1 ICI and each of the Business Sellers and the Company Sellers is duly incorporated, duly organised, validly existing under the laws of its jurisdiction and has full power to conduct its business as conducted at the date of this Agreement.
21.2 ICI and each of the Business Sellers and the Company Sellers has the corporate power and authority to enter into and perform its obligations under the Transaction Documents.
21.3 ICI has duly authorised, executed and delivered this Agreement and ICI and each of the Business Sellers and the Company Sellers will on the Completion Date or, if applicable, the Delayed Completion Date have authorised executed and delivered any agreements to be entered into pursuant to the terms of this Agreement. Back to Contents
21.4 The execution, delivery and performance of this Agreement by ICI does not and will not, and the execution, delivery and performance of any agreements to be entered into pursuant to the terms of this Agreement by ICI or any of the Business Sellers or Company Sellers will not:
(a) contravene or conflict with any provision of its memorandum and articles of association, certificate of incorporation, by-laws or equivalent constitutional documents in each relevant jurisdiction; or
(b) require the consent of all or any of its shareholders; or
(c) result in a material breach of, or constitute a material default under, any instrument to which it is a party or by which it is bound; or
(d) result in a violation or breach of any applicable laws or regulations or of any order, decree or judgement of any court or any governmental or regulatory authority in any jurisdiction.
21.5 This Agreement constitutes legal, valid and binding obligations of ICI, enforceable against it in accordance with its terms and each other agreement or document contemplated hereby to be executed and delivered by ICI or any of the Business Sellers or the Company Sellers on the Completion Date will on the Completion Date or, if applicable, the Delayed Completion Date be duly and validly executed by ICI or Business Sellers or the Company Sellers and constitute legal, valid and binding obligations of ICI or the Business Sellers or the Company Sellers, enforceable against them in accordance with their respective terms.
21.6 Save as expressly contemplated by the Transaction Documents, no consent, action, approval or authorisation or registration, declaration or filing with any governmental department, commission, agency or other organisation (other ...
Due Incorporation and Capacity. The Vendors, where applicable, is a corporation validly existing under the laws of Sweden with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorize the execution and performance of, its obligations under this Agreement.
Due Incorporation and Capacity. Valid Obligations
Due Incorporation and Capacity. The Vendor is a corporation validly existing under the laws of England with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under this Agreement.
Due Incorporation and Capacity. The Seller is a corporation validly existing under the laws of Hungary. The Seller has the requisite power and authority to enter into and perform, and has taken all necessary corporate actions to authorise the execution and performance of, its obligations under this Agreement.
Due Incorporation and Capacity. Each of InterX and the Seller is a corporation validly existing under the laws of England with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of, its obligations under this agreement and the Tax Deed.
Due Incorporation and Capacity. The Seller and the Guarantor are corporations validly existing under the laws of England and Delaware, United State, respectively, with the requisite power and authority to enter into and perform, and have taken all necessary corporate action to authorise the execution and performance of, their obligations under this Agreement.
Due Incorporation and Capacity. (a) The Seller is a corporation validly existing under the laws of England with the requisite power and authority to enter into and perform, and has taken all necessary corporate action to authorise the execution and performance of its obligations under this agreement.
(b) Compliance with the terms of this agreement and the agreements and deed referred to in this agreement which are to be entered into by the Seller on Completion does not and will not conflict with, or constitute a default or a breach under, any provision of:
(i) the Seller’s memorandum or articles of association or by-laws or equivalent constitutional documents; or
(ii) any order, judgment, decree or regulation or any other restriction of any kind by which the Seller is bound or submits; or
(iii) any agreement, instrument or contract to which the Seller is a party or by which it is bound.
Due Incorporation and Capacity. The Seller is a corporation validly existing under the laws of Delaware. The Seller has the requisite power and authority to enter into and perform, and has taken all necessary corporate actions to authorise the execution and performance of, its obligations under this Agreement.
Due Incorporation and Capacity. Pansource is a corporation validly existing under the laws of the Netherlands and PanTel and the Subsidiaries are corporations validly existing under the laws of their respective jurisdictions of formation. Pansource has the requisite power and authority to enter into and perform, and has taken all necessary corporate actions to authorise the execution and performance of, its obligations under this Agreement.
