Power of Seller. Seller has the necessary power and authority to enter into and perform the obligations hereunder.
Power of Seller. All corporate action on the part of Seller and its officers, directors and shareholders necessary for the authorization, execution, delivery and performance of this Agreement and the other transaction documents to which Seller is a party, the consummation of the transactions contemplated thereby, and the performance of all of execution, delivery and performance of this Agreement and the other transaction documents to which Seller is a party, the consummation of the transactions contemplated thereby, and the performance of all of Seller's obligations under this Agreement and the other transaction documents to which it is a party has been taken or will be taken prior to the closing date. This Agreement has been, and the other transaction documents to which Seller is a party on the closing date will be, duly executed and delivered by Seller, and this Agreement is, and each of the other transaction documents to which seller is a party on the closing date will, be a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Power of Seller. Except for approval of the Independent Fiduciary for ESOP, all action on the part of Sellers and NTA that is necessary for the execution of this Agreement and the performance of all of Sellers' and NTA's obligations under this Agreement has been taken. This Agreement has been duly executed and delivered by Sellers and NTA, and this Agreement is a legal, valid and binding obligation of Sellers and NTA, enforceable against Sellers and NTA in accordance with its terms.
Power of Seller. Seller has the requisite corporate power to enter into and perform this Agreement and the transactions contemplated hereby. Subject to rights to consent by, required notices to, and filings with or other actions by governmental entities where the same are customarily obtained subsequent to the assignment of oil and gas interests and leases, the execution, delivery and performance of this Agreement by Seller, and the transactions contemplated hereby, will not violate (i) any provision of the articles of incorporation or bylaws of Seller, (ii) any material agreement or instrument to which Seller is a party or by which Seller is or the Assets owned by Seller are bound, (iii) any judgment, order, ruling, or decree applicable to the Assets or to Seller as a party in interest, or (iv) any law, rule or regulation applicable to Seller or to the ownership or operation of the Assets.
Power of Seller. Seller has all requisite power and authority and licenses, permits, franchises, certificates, authorizations, approvals, consents, and rights to own the Assets which are the subject of this Agreement, and to be a party to the contracts, leases, and other agreements which are the subject of this Agreement.
Power of Seller. 5 SECTION 3.2. Validity . . . . . . . . . . . . . . . . . . . . . . . . . 5 SECTION 3.3. Title to Assets. . . . . . . . . . . . . . . . . . . . . . 6 SECTION 3.4. Contracts, Leasehold Interests . . . . . . . . . . . . . . 6 SECTION 3.5. Condition of Property. . . . . . . . . . . . . . . . . . . 6 SECTION 3.6. Trademarks, Patents, and Other Rights. . . . . . . . . . . 6 SECTION 3.7. Proprietary Information of Third Parties.. . . . . . . . . 7 SECTION 3.8. Litigation and Investigations. . . . . . . . . . . . . . . 7 SECTION 3.9. Taxes. . . . . . . . . . . . . . . . . . . . . . . . . . . 8 SECTION 3.10. Insurance Coverage . . . . . . . . . . . . . . . . . . . . 8 SECTION 3.11. Fees and Commissions . . . . . . . . . . . . . . . . . . . 8 SECTION 3.12. Insider Interests. . . . . . . . . . . . . . . . . . . . . 8 SECTION 3.13. Other Approvals. . . . . . . . . . . . . . . . . . . . . . 9 SECTION 3.14. Environmental Liabilities. . . . . . . . . . . . . . . . . 9 SECTION 3.15. Fraud and Abuse. . . . . . . . . . . . . . . . . . . . . . 10 SECTION 3.16. Employees. . . . . . . . . . . . . . . . . . . . . . . . . 10 SECTION 3.17.
Power of Seller. The Seller has full power and authority to enter into, perform and comply with its obligations under this Agreement and any other agreement which it is required to enter into hereunder and this Agreement constitutes and any such other agreements when executed will constitute valid, legally binding and enforceable obligations on the Seller in accordance with its or their respective terms. The only approval required for the Seller to effect the transaction and carry out the acts contemplated by this Agreement is the approval of its shareholders required to satisfy Clause 1 of Schedule 3 of this Agreement and the approval of the Competition Authority required to satisfy Clause 2 of Schedule 3 of this Agreement and the release of the Anglo Charges.
Power of Seller. All corporate action on the part of Seller and its officers, directors and shareholder necessary for the authorization, execution, delivery and performance of this Agreement and the other transaction documents to which Seller is a party, the consummation of the transactions contemplated hereby and thereby, and the performance of all of Seller's obligations under this Agreement and the other transaction documents to which it is a party has been taken or will be taken prior to the Closing Date. This Agreement has been, and the other transaction documents to which Seller is a party on the Closing Date will be, duly executed and delivered by Seller, and this Agreement is, and each of the other transaction documents to which Seller is a party on the Closing Date will be, a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms.
Power of Seller. Seller by reason of its Charter Documents, requirements of its organizational jurisdiction, or for any other reason, is entitled to vote to approve or disapprove the consummation of the disposition of assets, and has voted all its Capital Stock entitled to vote on that matter, in any one or more of the manners prescribed or permitted by its Charter Documents, to approve this Agreement and the consummation of the asset disposition and the other transactions contemplated hereby.
Power of Seller. The Seller has full power and authority to enter into, perform and comply with his/its obligations under this Agreement and any other agreement which it is required to enter into hereunder and this Agreement constitutes and any such other agreements when executed will constitute valid, legally binding and enforceable obligations on the Seller which is a party thereto in accordance with its or their respective terms.
