Powers and obligations of the Seller Sample Clauses

Powers and obligations of the Seller. 2.1 It has the right, power and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before Completion. It is a private company with limited liability and incorporated and validly existing under the laws of its place of incorporation. 2.2 This Agreement constitutes and the other documents to be executed by it and delivered at Completion will, when executed, constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms. 2.3 It is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to the Buyer on the terms set out in this Agreement. 2.4 No consent, authorisation, licence or approval of or notice to any governmental, administrative, judicial or regulatory body, authority or organisation or any other person is required to authorise the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by it of its obligations under this Agreement. Nor will it be required as a consequence of this Agreement.

Powers and obligations of the Seller. 2.1 The Seller and the Designated Seller each has the right, power and authority and has taken all action necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement and the Transaction Documents. 2.2 This Agreement constitutes, and the other Transaction Documents to be executed by the Seller and the Designated Seller will, when executed, constitute legal, valid and binding obligations of the Seller and the Designated Seller (as the case may be) in accordance with their respective terms. 2.3 The execution and delivery of, and the performance of obligations under and compliance with the provisions of, this Agreement and the Transaction Documents by the Seller and the Designated Seller will not result in a violation of any provision of the instrument of incorporation of the Seller or the Designated Seller or a breach of or a default under any instrument or agreement to which the Seller or the Designated Seller is a party. The execution and delivery of, and the performance of obligations under and compliance with the provisions of, this Agreement and the Transaction Documents by the Seller and the Designated Seller will not result in any breach of any law or regulation in any jurisdiction having the form of law or of any order, judgment or decree of any court or governmental agency by which it is bound. 2.4 No consent, authorisation, licence or approval of or notice to the Seller’s shareholders or Designated Seller’s shareholders or any governmental, administrative, judicial or regulatory body, authority or organisation is required to authorise the execution, delivery, validity or admissibility in evidence of this Agreement or the Transaction Documents or the performance by the Seller or the Designated Seller of its obligations under this Agreement or the Transaction Documents.

Powers and obligations of the Seller. 3.1 The Seller has the right, power and authority to execute and deliver, and to exercise its rights and perform fully its obligations under, this Agreement. 3.2 This Agreement constitutes, and the other documents to be executed by the Seller which are to be delivered at Completion in accordance with clause 7 will, when executed, constitute legal, valid and binding obligations of the Seller. 3.3 The execution and delivery of, and the performance of obligations under and compliance with the provisions of, this Agreement by the Seller will not result in: 3.3.1 a violation of any provision of the Memorandum or Articles of Association of the Seller; or 3.3.2 a breach of or a default under any instrument to which the Seller is a party; or 3.3.3 a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or regulatory authority applicable to the Seller or any of its assets. 3.4 Except as contemplated by clause 2 of this Agreement, no consent, authorisation, licence or approval of or notice to any governmental, administrative, judicial or regulatory body, authority or organisation is required to authorise the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by the Seller of its obligations under this Agreement.

Powers and obligations of the Seller. 12.1. It has the right, power and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before Completion. 12.2. Where necessary this Agreement constitutes and the other documents to be executed by it and delivered at Closing will, when executed, constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms. 12.3. It is entitled to transfer the full legal and beneficial ownership in the Transfer Shares to the Buyer on the terms set out in this Agreement. 12.4. No consent, authorization, license or approval of or notice to Governmental Authority or any other person is required to authorize the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the performance by it of its obligations under this Agreement. Nor will it be required as a consequence of this Agreement.

Powers and obligations of the Seller it has the power and authority required to enter into this Agreement, and any other document required to be entered into by the Seller pursuant to this Agreement, and to perform fully its obligations under this Agreement;

Powers and obligations of the Seller. 2.1 The Seller is a company duly incorporated and validly existing under the laws of Bermuda. 2.2 The Seller has the right, power and authority to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement. 2.3 This Agreement constitutes, and the Taxation Deed and the other documents to be executed by the Seller which are to be delivered at Completion in accordance with paragraph 1 of Part A of Schedule 3 will, when executed, constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms. 2.4 The execution and delivery of, and the performance of obligations under and compliance with the provisions of, this Agreement and the Taxation Deed by the Seller will not result in: (a) a violation of any provision of the bye-laws of the Seller; (b) a breach of or a default under any instrument to which the Seller is a party; (c) a violation or breach of any applicable laws or regulations or of any order, decree or judgment of any court, governmental agency or Regulatory Authority applicable to the Seller or any of its assets; or (d) a requirement for the Seller to obtain any consent or approval of, or give any notice to or make any registration with, any governmental, regulatory or other authority which has not been applied for, obtained or made at Completion or which is envisaged in clause 2. 2.5 Subject to the satisfaction of the Conditions, no consent, authorisation, licence or approval of or notice to the Seller’s shareholders or any governmental, administrative, judicial or regulatory body, authority or organisation is required to authorise the execution, delivery, validity, enforceability or admissibility in evidence of this Agreement or the Taxation Deed or the performance by the Seller of its obligations under this Agreement or the Taxation Deed. 2.6 The Seller is not insolvent nor subject to any insolvency procedure in Bermuda or elsewhere.

Powers and obligations of the Seller. 1.1 The Seller validly exists and is a legal entity duly incorporated, registered and in good standing under the Law of (i) its jurisdiction of incorporation, or (ii) the place where its actual registered office is situated, as the case may be. 1.2 The Seller has the legal right, power and authority and has taken, on or prior to the Closing Date, all corporate action necessary to execute and deliver, and to exercise its rights and perform its obligations under this Agreement and any documents to be executed by the Seller under this Agreement. 1.3 This Agreement constitutes, and the other documents to be executed by the Seller which are to be delivered at Closing will, when executed, constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). 1.4 The execution and performance by the Seller of this Agreement and the consummation of the Transaction do not and will not (i) violate any provision of the charter, articles of association or other organizational documents of the Seller and (ii) violate or result in a breach of or constitute a default under any Law, order, decree or other restriction of any Governmental Authority to which the Seller is subject. 1.5 The Seller is qualified to do business in, and in good standing under the Laws of, each jurisdiction in which it is required to be so qualified.

Powers and obligations of the Seller. 3.1 The Seller is duly incorporated and is validly existing as a company with limited liability under the laws of its country of incorporation. 3.2 As at the date of this Agreement, it is not aware of any fact, matter or circumstance causing any of the Seller Warranties to be breached other than as Disclosed. 3.3 The Seller has the requisite power and authority and has taken all action necessary to execute and deliver, and to exercise its rights and perform its obligations under this Agreement and the other documents referred to in it. 3.4 This Agreement and the other documents referred to in it constitute (or shall constitute when executed) valid, legal and binding obligations on the Seller in the terms of this Agreement and such other documents. 3.5 Immediately before Completion the Seller will be entitled to sell and transfer the full legal and beneficial ownership in the Pasha Share to the Buyer on the terms set out in this Agreement. 3.6 Compliance with the terms of this Agreement and the documents referred to in it shall not breach or constitute a material default under any of the following:

Powers and obligations of the Seller. 2.1 The Seller has full power to execute, deliver and perform its obligations under this Agreement. 2.2 This Agreement constitutes, and the other documents executed by the Seller which are to be delivered at Completion will, when executed, constitute legal, valid and binding obligations of the Seller enforceable in accordance with their respective terms. 2.3 The Seller is not insolvent, nor has it proposed a voluntary arrangement or has made or proposed any arrangement or composition with its creditors or any class of its creditors. 2.4 The Seller has the requisite power and authority to enter into and perform this Agreement and that this Agreement constitutes a valid, legal and binding obligation on the Seller in accordance with its terms and, without prejudice to the generality of the foregoing, all authorisations, approvals, consents and licences required by the Seller to permit the Seller to enter into this Agreement and the arrangements herein contemplated have been unconditionally and irrevocably obtained and are in full force and effect. 2.5 The Seller has at all times complied with its obligations under the Call Option Agreement. 2.6 The information contained in the Disclosure Letter (including the documents attached to or referred to in the Disclosure Letter) is true, complete and accurate and not misleading. All expressions of opinion, expectation and belief contained in the Disclosure Letter are made on reasonable grounds after due and careful consideration and enquiry and are truly and honestly held. 2.7 All information contained in any written document or communication (including, for this purpose, any document or communication sent or received in electronic form) provided by or on behalf of the Seller or any of them or EIPRL to the Buyer or any of its advisers in the course of the negotiations leading to this Agreement or in the course of any due diligence or other investigation carried out by or on behalf of the Buyer prior to entering into this Agreement was when given and remains true, complete and accurate and not misleading. All expressions of opinion, expectation and belief contained in such information were made on reasonable grounds after due and careful consideration and enquiry and were and continue to be truly and honestly held.

Powers and obligations of the Seller. 2.1 It has the right, power and authority and has taken all action necessary to execute and deliver and to exercise its rights and perform its obligations under this Agreement and each document to be executed at or before Completion. It is a PUBLIC COMPANY with limited liability and incorporated and validly existing under the laws of its place of incorporation. 2.2 Where necessary this Agreement constitutes and the other documents to be executed by it and delivered at Completion will, when executed, constitute legal, valid and binding obligations of it enforceable in accordance with their respective terms.