Seller Capacity Sample Clauses

Seller Capacity. Each Seller has entered into this Agreement solely in the capacity as the beneficial owner of such Seller's Class B Membership Interest; provided nothing herein shall in any way restrict or limit any Seller from taking any action in his capacity as a director or officer of the Company or of Hydrocarbon or otherwise fulfilling his or her fiduciary obligations as director or officer of the Company or of Hydrocarbon.
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Seller Capacity. 1.1 The Seller has the legal right, power and authority and all necessary consents and authorisations (other than the Shareholder Resolution or as otherwise required by applicable law relating to antitrust or merger control or equivalent) to enter into and perform this agreement and all other Acquisition Documents, each of which constitute, or will when executed constitute, valid and binding obligations on the Seller in accordance with their respective terms. 1.2 There are no agreements (including its articles of association (or equivalent documents)), arrangements, court orders or any other restrictions of any kind that prohibit or restrict the Seller's ability to sell the Business and Assets on the terms of this agreement.
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Seller Capacity. Seller’s capacity as a director or officer of the Company or any of its subsidiaries, and nothing in this Agreement: (a) will limit or affect any actions or omissions taken by Seller in its capacity as such a director or officer, including in exercising rights under the Merger Agreement, and no such actions or omissions shall be deemed a breach of this Agreement or (b) will be construed to prohibit, limit or restrict Seller from exercising its fiduciary duties as an officer or director to the Company or its members. The Seller is entering into this Agreement solely in its capacity as the record holder or beneficial owner of the Seller Units.
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Seller Capacity. 5.1 Anything in this Agreement to the contrary notwithstanding, no person executing this Agreement who is or becomes during the term hereof a director or officer of the Company makes any agreement or understanding herein or is obligated hereunder in his or her capacity as such director or officer. Each Seller signs solely in his or her capacity as the record holder and beneficial owner (as further set forth on SCHEDULE I hereto) of such Seller's Schedule I Shares, and nothing herein shall limit or affect any actions taken by any Seller in such Seller's capacity as an officer or director of the Company. Accordingly, and by way of non-exhaustive example, if a Seller is a director of the Company, nothing in this Agreement shall prohibit or otherwise restrict such Seller in his or her capacity as a director to vote for any transaction that is an alternative to the transactions contemplated hereby.
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Seller Capacity. By executing this Agreement no person who is --------------- or becomes during the term hereof a director or officer of the Company makes any agreement or understanding in his or her capacity as such officer or director. Seller signs solely in his or its capacity as a shareholder and nothing in this Agreement shall limit or affect any actions taken by Seller in his or its capacity as an officer or director of the Company or as an entity employing or otherwise controlling one or more officers or directors of the Company.
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Seller Capacity. Seller shall maintain such raw materials, infrastructure, and production capacity as may be needed to support Buyer’s anticipated demand for Products as reflected in the Forecast. Buyer and Seller shall conduct a weekly forecast review in order to assess the sufficiency of Seller’s labor capacity, equipment capacity, and raw materials positioning, both short and long term. Seller shall in turn provide a consolidated forecast of component materials used in Seller’s manufacture of the Products to all appropriate suppliers of Seller within 5 business days of receipt of the Forecast from the Buyer. In procuring such component materials, Seller shall use its best efforts to minimize any Excess and Obsolete inventory and maximize inventory turns. Quarterly, Seller shall provide a manufacturing capacity model reviewing Seller’s labor and equipment capacity against Buyer’s provided forecast. This shall include a plan to meet the capacity flexibility and upside requirements noted in the table below, including: additional equipment and resource requirements, potential bottlenecks, action plans to remedy capacity bottlenecks, and response time.
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Seller Capacity. Modify (transupdate) Seller Capacity Modify (Input) (transupdate) shall be used by a Seller to modify a posting of transmission capacity. SELLER_CODE and SELLER_DUNS shall be determined from the registered connection used to input the request. Template: transupdate 1. Input POSTING_REF (Must be provided) CAPACITY (only if modified) START_TIME (only if modified) STOP_TIME (only if modified) OFFER_START_TIME (only if modified) OFFER_STOP_TIME (only if modified) ANC_SVC_REQ (only if modified) SALE_REF (only if modified) OFFER_PRICE (only if modified) SERVICE_DESCRIPTION (only if modified) SELLER_COMMENTS (only if modified) 2. Response (acknowledgment) RECORD_STATUS POSTING_REF CAPACITY START_TIME STOP_TIME OFFER_START_TIME OFFER_STOP_TIME ANC_SVC_REQ SALE_REF OFFER_PRICE SERVICE_DESCRIPTION SELLER_COMMENTS ERROR_MESSAGE S&CP Phase IA Version 1.2 May 27, 1998 61 � 4.3.9 Purchase of Ancillary Services 4.3.9.1 Customer Requests to Purchase Ancillary Services (ancrequest) Customer Requests to Purchase Ancillary Services (ancrequest) (Input, Template Upload) is used by the customer to purchase ancillary services that have been posted by a seller of those services. The same requirements exist for the use of STATUS_NOTIFICATION as for transrequest. The reference Data Elements are optional. CUSTOMER_CODE and CUSTOMER_DUNS shall be determined from the registered connection used to input the request. Template: ancrequest 1. Input SELLER_CODE SELLER_DUNS CONTROL_AREA CAPACITY SERVICE_INCREMENT ANC_SERVICE_TYPE STATUS_NOTIFICATION START_TIME STOP_TIME BID_PRICE PRECONFIRMED POSTING_REF (Optionally set by Customer) SALE_REF (Optionally set by Customer) REQUEST_REF (Optionally set by Customer) DEAL_REF (Optionally set by Customer) CUSTOMER_COMMENTS 2. Response (acknowledgment) RECORD_STATUS ASSIGNMENT_REF (assigned by TSIP) SELLER_CODE SELLER_DUNS CONTROL_AREA CAPACITY SERVICE_INCREMENT ANC_SERVICE_TYPE STATUS_NOTIFICATION START_TIME STOP_TIME S&CP Phase IA Version 1.2 May 27, 1998 62 � BID_PRICE PRECONFIRMED POSTING_REF SALE_REF REQUEST_REF DEAL_REF CUSTOMER_COMMENTS ERROR_MESSAGE 4.
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Related to Seller Capacity

  • Contract Capacity The electric power producing capability of the Generating Facility which is committed to Edison.

  • Shareholder Capacity No Person executing this Agreement who, during the term hereof, is or becomes a director or officer of the Company makes any agreement or understanding herein in his or her capacity as a director or officer of the Company. Each Principal Shareholder signs solely in his, her or its capacity as the record holder and beneficial owner of, or the trustee of a trust whose beneficiaries are the beneficial owners of, Principal Shareholder Shares.

  • Stockholder Capacity No Person executing this Agreement who is or becomes during the term hereof a director or officer of the Company shall be deemed to make any agreement or understanding herein in his or her capacity as such director or officer. Stockholder signs solely in his, her or its capacity as the beneficial owner of the Subject Shares and nothing herein shall limit or prohibit Stockholder or any of its Representatives, in his or her capacity as an officer or director of the Company, from taking any action or failing to take any action in such capacity.

  • Action in Shareholder Capacity Only The parties acknowledge that this Agreement is entered into by Shareholder solely in such Shareholder’s capacity as the Beneficial Owner of such Shareholder’s Owned Securities and nothing in this Agreement restricts or limits any action taken by such Shareholder in its capacity as a director or officer of the Company or any of its Affiliates and the taking of any actions (or failure to act) in its capacity as an officer or director of the Company, or any of its Affiliates, will not be deemed to constitute a breach of this Agreement, regardless of the circumstances thereto.

  • Power and Capacity The Shareholder has the power, authority and capacity to enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement constitutes the Shareholder’s valid, legal and binding obligation and is enforceable against the 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;

  • Action in Stockholder Capacity Only Stockholder makes no agreement or understanding herein as director or officer of the Company. Stockholder signs solely in his capacity as a recordholder and beneficial owner of the Shares, and nothing herein shall limit or affect any actions taken in his capacity as an officer or director of the Company.

  • Title; Capacity 2.1 During the Employment Period, the Executive shall serve as the Chief Executive Officer. The Executive shall have an office at the corporate headquarters of the Company in Anoka, MN, but it is understood that the Executive will undertake travel to other Company offices in connection with his duties, and may work from any location he deems appropriate. Any related business air travel will be subject to reimbursement in accordance with Section 3.5. Following the Separation, the Executive will instead have an office at the corporate headquarters of PubCo, which may be moved from Anoka, MN, and in such event, Executive will be eligible for relocation benefits from PubCo consistent with the Company’s Home Owner Relocation Program as in effect on the date hereof. Notwithstanding the foregoing, following the Separation, it is understood that the Executive may still work from any location he deems appropriate. Notwithstanding the foregoing, following the Separation, it is understood that the Executive will work with the PubCo Board to select a suitable headquarters and may work from any location he deems appropriate. 2.2 The Executive shall report directly to, and be subject to the supervision of, the “Company Board”, and shall have such authority as is delegated to the Executive by the Company Board, which shall include responsibility for the day-to-day operations of the Segment and the entire Outdoor Products brand portfolio. The Executive will be appointed to serve as a non-independent member of the Company Board. During the Employment Period, the Company will continue to nominate the Executive to be elected as a member of the Company Board. The Executive hereby accepts employment as Chief Executive Officer and agrees to undertake the duties and responsibilities inherent in such position and such other duties and responsibilities as the Board shall from time to time reasonably assign to the Executive. The Executive agrees to devote his entire business time, attention and energies to the business and interests of the Company during the Employment Period; provided that nothing herein shall preclude Executive, in each case to the extent that such activities do not materially interfere with the performance of the Executive’s duties under this Agreement and are not otherwise in conflict with the reasonable business interests of the Company, from (x) managing Executive’s personal and family investments and affairs, (y) engaging in charitable activities and community affairs, and (z) subject to the prior approval of the Company Board (which approval shall not be unreasonably withheld) and compliance with any applicable Company policies for outside Board memberships, such as the Company’s overboarding policy, accepting appointment to or continuing to serve on any board of directors or trustees of any business, corporation, or charitable organization. The Executive agrees to abide by the rules, regulations, instructions, personnel practices and policies of the Company and any changes therein which may be adopted from time to time by the Company to the extent provided to the Executive or the Executive is otherwise made aware of them. Following the Separation, the Executive shall instead (i) serve as chief executive officer of PubCo with the same authorities and responsibilities as Chief Executive Officer described herein and (ii) report directly to, and be subject to the supervision of, the “PubCo Board” and be appointed to and subsequently nominated for election to the PubCo Board on the same basis described herein. The Executive acknowledges that, prior to the Separation, he will report to the Company Board alongside the Interim Chief Executive Officer of the Company and the Chief Executive Officer of the Company’s Sporting Products Segment.

  • Maximum Capacity The Sick Leave Bank shall accumulate unused Bank days from year to year to a maximum capacity which shall not exceed double the number of eligible employees as defined in the above Section C, Eligibility for Membership.

  • 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.

  • 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;

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