Right, power, authority and action. 1.2.1 The Seller has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Deed and each document to be executed at or before Completion or for the exercise of the Option.
1.2.2 The Seller has the right, power and authority to conduct its business as conducted at the date of this Deed.
Right, power, authority and action. 1.1.1 The Seller has the right, power and authority, and has taken all actions necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement and each document to be executed by the Seller at Completion.
1.1.2 Each Group Company has the right, power and authority, and has taken all actions necessary, to hold the Approved Project.
1.1.3 There have not been and are no breach by the Seller or any Group Company of its constitutional documents.
Right, power, authority and action. 1.2.1 The Buyer has the right, power and authority and has taken all action necessary to execute and deliver this Agreement and shall have the right, power and authority and shall, at Closing, have taken all actions necessary to execute, deliver and execute its rights and perform its obligations under this Agreement and each document to be executed at Closing.
Right, power, authority and action. 1.1.1 Each of the Sellers has the right, power and authority, and has taken all corporate action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement and each other Transaction Agreement to which it is (or is to become) a party.
1.1.2 The execution and delivery by each Seller of, and the performance by each Seller of its obligations under, this Agreement or each other Transaction Agreement to which a Seller is (or is to become) a party will not:
(a) result in a breach of any provision of the constitutional documents of such Seller or any Group Company;
(b) conflict with, result in a breach of, constitute a default under, or result in, or provide for, the termination, amendment, cancellation or acceleration (whether after the giving of notice or the lapse of time or both) of any rights, obligations or penalties under, or result in a loss of any benefit under any agreement or instrument to which such Seller or any Group Company is a party or by which such Seller or Group Company is bound, which breach or default is material to the Business or is material in the context of the Transactions;
(c) result in a violation of any permit, concession, franchise or licence of any Governmental Entity to which such Seller is a party or is subject or by which any Seller or Group Company is bound, which violation is material to the Business or is material in the context of the Transactions;
(d) result in a violation of any law, rule or regulation applicable to any Seller or any Group Company which violation is material to the Business, is material in the context of the Transactions or is material to the Buyer;
(e) result in a violation of any order, judgment, decree, arbitral award or decision of any Governmental Entity to which any Seller or any Group Company is a party or is subject or by which such Seller or Group Company is bound, which violation is material to the Business or is material in the context of the Transactions;
(f) result in the creation of any Encumbrance on the Shares or any Encumbrance (other than a Permitted Encumbrance) on any material Owned Intellectual Property;
(g) require any Seller or Group Company to obtain any consent, licence or approval of, or give any notice to or make any filing or registration with, any Governmental Entity which has not been obtained, given or made as at the date hereof, in each case the failure of which would be material to the Business or material in the context of the...
Right, power, authority and action. 1.2.1 The Provisional Liquidators, on behalf of the Company have the right, power and authority, and have taken all actions necessary, to execute, deliver and to exercise the Company’s rights, and perform its obligations, under this Agreement.
1.2.2 Except for the approval and/or consents relating to the transfer of the Target Shares, the Company shall, upon satisfaction of the Conditions Precedent set out in Clause 3, have obtained or satisfied all corporate approvals and all consents (including any approval, authorisation, permission, licence, waiver, order or exemption in any jurisdiction from any Government Authority or any person necessary, to execute, deliver and to exercise its rights, and perform its obligations, under this Agreement and each document to be executed on or before the Completion Date) in relation to the implementation and completion of the Transactions.
Right, power, authority and action. 1.2.1 The Company has the right, power, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement, the Facility Agreement, the Debenture, the Share Sale Agreement and each document to be executed by it at or before Completion.
1.2.2 The Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.
Right, power, authority and action. It is duly established and validly existing under the laws of its jurisdiction of incorporation and has the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights and perform its obligations under this Agreement and each document to be executed at or around Completion to which it is expressed to be a party (together, the “GP Completion Documents”).
Right, power, authority and action. 2.2.1 The Company has the right, power and authority to conduct its business.
2.2.2 Each Group Company has the right, power and authority to conduct the businesses conducted by them.
2.2.3 The Company and the Grantor each have the right, power and authority, and has taken all action necessary, to execute, deliver and exercise its rights, and perform its obligations, under this Agreement.
Right, power, authority and action. 1.2.1 Each Seller warrants in respect of itself only that 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.
1.2.2 Each Seller warrants in respect of itself only that consent or approval by notice to or registration with any governmental or other authority is required on the part of the Seller in connection with the execution of this Agreement or the consummation of the transaction contemplated in it.
1.2.3 Each Target Group Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.
Right, power, authority and action. (a) Each of Seller and the Company has the right, power and authority and has taken all actions necessary to execute and deliver, and to exercise its rights and perform its obligations under, this Agreement, the Joint Venture Contract, and the Articles of Association of the New Company.
(b) The execution, delivery and performance by Seller and the Company of this Agreement, the Joint Venture Contract, and the Articles of Association of the New Company and the consummation of the transactions contemplated thereby will not violate, constitute a default, conflict with, or give rise to any right of termination, cancellation, or acceleration under any agreement, note, bond, mortgage, lease, security, license, permit, or other similar instrument to which a Seller or the Company is a party; (ii) result in the imposition of any Encumbrance on any Equity Interests for Sale; (iii) violate or conflict with any relevant laws; or (iv) require any consent, approval or other action of, notice to, or filing with any person (governmental or private), except for those that have been obtained or will be obtained by the Closing Date.
(c) The Company has the right, power and authority to conduct its business as conducted at the date of this Agreement.
