Ownership and Capacity Sample Clauses

Ownership and Capacity. Sellers have all necessary authority and power and full right and capacity to enter into this Agreement, carry out their respective obligations hereunder and to complete the transaction contemplated herein. This Agreement constitutes legal, valid and binding obligations of the Sellers, enforceable against each of them in accordance with its terms. Each Seller is the legal and beneficial owner of the Shares listed in Schedule A opposite its name and has sole physical possession of such Shares. The Shares are free and clear of all liens, encumbrances and other rights of third parties. Upon the delivery of the Shares provided for in art. 3.3 of this Agreement, Purchaser will receive legal and beneficial ownership of the Shares, free and clear of all liens, encumbrances and other rights of third parties and Sellers. Sellers warrant, furthermore, that the Company legally and beneficially owns the shares of the Subsidiaries as set forth in Schedule 4.4, free and clear of all liens, encumbrances, options, charges, equities and claims arising from any privilege, pledge or security arrangement. Except for the Subsidiaries, none of the Companies holds shares or any other interest in any third party. The execution and delivery of, and the performance by the Sellers of their obligations under this Agreement or the consummation of the transactions contemplated herein will not result in a breach of any provision of the constitutional documents, such as the articles of association or organizational by-laws, if any, of the Companies. The Sellers do not require any governmental consent or consent of or notice to any third party to enter into this Agreement and to consummate the transactions contemplated herein. There are no proceedings or investigations whatsoever pending against any of the Sellers which could compromise the consummation of the transactions contemplated herein.
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Ownership and Capacity. Sellers have all necessary authority and power and full right and capacity to enter into this Agreement, carry out their respective obligations hereunder and to complete the transaction contemplated herein. This Agreement constitutes legal, valid and binding obligations of the Sellers, enforceable against each of them in accordance with its terms. Each Seller is the legal and beneficial owner of the Shares listed in Schedule A opposite its name and has sole physical possession of such Shares. The Shares are free and clear of all liens, encumbrances and other rights of third parties. Upon the delivery of the Shares provided for in art. 3.3 of this Agreement, Purchaser will receive legal and beneficial ownership of the Shares, free and clear of all liens, encumbrances and other rights of third parties and Sellers. Sellers warrant, furthermore, that the Company legally and beneficially owns the shares of the Subsidiaries as set forth in Schedule 4.4, free and clear of all liens, encumbrances, options, charges, equities and claims arising from any privilege, pledge or security
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Ownership and Capacity. (a) The Seller is the sole legal and beneficial owner of the Shares free from any Encumbrance.
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Ownership and Capacity. (a) The Seller is the sole legal and beneficial owner of the Ed Broking Shares and the Xxxxx Insurance Majority Interest Shares free from any Encumbrance and is or will at Completion be entitled to transfer the legal and beneficial title to, the Ed Broking Shares and the Xxxxx Insurance Majority Interest Shares, free from any Encumbrances.
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Ownership and Capacity 
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Related to Ownership and Capacity

  • Ownership and Use (A) Unless CITY states otherwise in writing, each document— including, but not limited to, each report, draft, record, drawing, or specification (collectively, “work product”)— that CONSULTANT prepares, reproduces, or causes its preparation or reproduction for this Agreement is CITY’s exclusive property.

  • Power and Capacity Each Shareholder has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes each Shareholders’s valid, legal and binding obligation and is enforceable against such Shareholder in accordance with its terms, subject, however, as to enforcement, to bankruptcy, insolvency, fraudulent transfer, moratorium and similar laws of general applicability relating to or affecting creditors’ rights; SUNO — Corporate Status and Capacity

  • Ownership and Control All components of the Placer County Technology Platform, including voicemail, email messages sent and received, files and records created or placed on any County file server, and all data placed onto or accessed by the County’s computer network including internet access, are and remain either the property of or under the control of Placer County and not the User.

  • Ownership and Rights a. Electronic Access, including any database, any software (including for the avoidance of doubt, Proprietary Software) and any proprietary data, processes, scripts, information, training materials, manuals or documentation made available as part of the Electronic Access (collectively, the “Information”), are the exclusive and confidential property of XXX Xxxxxx xxx/xx XXX Xxxxxx’s suppliers. You may not use or disclose the Information except as expressly authorized by these Terms and Conditions. You will, and will cause Users and Your third parties and their users, to keep the Information confidential by using the same care and discretion that You use with respect to Your own confidential information, but in no event less than reasonable care.

  • Ownership and Transfer (a) The Company shall maintain at its principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), a register for this Warrant, in which the Company shall record the name and address of the person in whose name this Warrant has been issued, as well as the name and address of each transferee. The Company may treat the person in whose name any Warrant is registered on the register as the owner and holder thereof for all purposes, notwithstanding any notice to the contrary, but in all events recognizing any transfers made in accordance with the terms of this Warrant.

  • Ownership and Return The Receiving Party acknowledges that the Disclosing Party (or any third party entrusting its own information to the Disclosing Party) claims ownership of its Confidential Information in the possession of the Receiving Party. Upon the expiration or termination of this Agreement, and at the request of the Disclosing Party, the Receiving Party shall return to the Disclosing Party all originals, copies, and summaries of documents, materials, and other tangible manifestations of Confidential Information in the possession or control of the Receiving Party, except that the Receiving Party may retain one copy of the Confidential Information in the possession of its legal counsel solely for the purpose of monitoring its obligations under this Agreement.

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

  • Authority and Capacity Contractor and Contractor’s signatory each warrant and represent that each has full authority and capacity to enter into this Contract.

  • Legal Capacity All parties to the Mortgage Note and the Mortgage had legal capacity to enter into the Mortgage Loan and to execute and deliver the Mortgage Note and the Mortgage, and the Mortgage Note and the Mortgage have been duly and properly executed by such parties. The Mortgagor is a natural person;

  • Individual Capacity The Administrative Agent and its Affiliates may make loans to, accept deposits from and generally engage in any kind of business with the Borrower and its Affiliates as though the Administrative Agent were not an Agent. With respect to the Loans made by it and all obligations owing to it, the Administrative Agent shall have the same rights and powers under this Agreement as any Lender and may exercise the same as though it were not an Agent, and the terms “Required Lenders”, “Lender” and “Lenders” shall include the Administrative Agent in its individual capacity.

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