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 such Seller’s 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.
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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. 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. 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. 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 4.3.9.2 Ancillary Services Status (ancstatus) Ancillary Services Status (ancstatus) is used to provide the status of purchase requests regarding the ancillary services that are available for sale by all Service Providers. The AFFILIATE_FLAG will be set by the TSIP to indicate whether or not the Customer is an affiliate of the Seller. The values of STATUS and processes for setting STATUS are the ...
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Related to Seller Capacity

  • Shareholder Capacity By executing and delivering this -------------------- Agreement, Shareholder makes no agreement or understanding herein in his capacity as a director or officer of the Company or any subsidiary of the Company. Shareholder signs solely in his capacity as the beneficial owner of Shareholder's Shares and nothing herein shall limit or affect any actions taken by Shareholder in his capacity as an officer or director of the Company or any subsidiary of the Company.

  • 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 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

  • 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 During the Agreement Term, the Company will employ Executive as its Executive Vice President of Research & Development to perform the duties and responsibilities inherent in such position and such other duties and responsibilities consistent with such position as the Chief Executive Officer of the Company (the “CEO”) shall from time to time reasonably assign to him. On an annual basis, the Company’s Board of Directors (the “Board”) in consultation with Executive and the CEO, will set reasonably attainable, specific goals pursuant to the objectives of the Company as in effect from time to time. Executive shall report directly to the CEO and shall be subject to the supervision of, and shall have such authority as is delegated to Executive by, the CEO, which authority shall be sufficient to perform Executive’s duties hereunder. Executive will be based at the Company’s offices in San Diego, California. Subject to Section 4.3 below, the location of Executive’s employment is subject to change during the course of the Agreement Term as determined by the CEO in consultation with the Executive. Executive hereby accepts such employment and agrees to undertake the duties and responsibilities inherent in such position and such other duties as may be reasonably assigned to Executive. Executive shall devote substantially all of his business time, energies and attention in the performance of the foregoing services. Notwithstanding the foregoing, nothing herein shall preclude Executive from (i) performing services for such other companies as the Company may designate or permit, (ii) serving, with the prior written consent of the Board, which consent shall not be unreasonably withheld, as an officer or member of the boards of directors or advisory boards (or their equivalents in the case of a non-corporate entity) of non-competing businesses, (iii) serving as an officer or a member of charitable, educational or civic organizations, (iv) engaging in charitable activities and community affairs, and (v) managing Executive's personal investments and affairs; provided, however, that the activities set out in clauses (i) – (v) shall be limited by Executive so as not to materially interfere, individually or in the aggregate, with the performance of Executive's duties and responsibilities hereunder.

  • 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;

  • Limited Capacity of Escrow Agent This Agreement expressly and exclusively sets forth the duties of Escrow Agent with respect to any and all matters pertinent hereto, and no implied duties or obligations shall be read into this Agreement against Escrow Agent. Escrow Agent acts hereunder as an escrow agent only and is not associated, affiliated, or involved in the business decisions or business activities of Issuer, portal, or Subscriber. Escrow Agent is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of this Agreement or any part thereof, or for the form of execution thereof, or for the identity or authority of any person executing or depositing such subject matter. Escrow Agent shall be under no duty to investigate or inquire as to the validity or accuracy of any document, agreement, instruction, or request furnished to it hereunder, including, without limitation, the authority or the identity of any signer thereof, believed by it to be genuine, and Escrow Agent may rely and act upon, and shall not be liable for acting or not acting upon, any such document, agreement, instruction, or request. Escrow Agent shall in no way be responsible for notifying, nor shall it be responsible to notify, any party thereto or any other party interested in this Agreement of any payment required or maturity occurring under this Agreement or under the terms of any instrument deposited herewith. Escrow Agent’s entire liability, and Broker and Issuer’s exclusive remedy, in any cause of action based on contract, tort, or otherwise in connection with any services furnished pursuant to this Agreement shall be limited to the total fees paid to Escrow Agent by Issuer. The Escrow Agent shall not be called upon to advise any party as to the wisdom in selling or retaining or taking or refraining from any action with respect to any securities or other property deposited hereunder. Escrow Agent may consult legal counsel selected by it in the event of any dispute or question as to the construction of any of the provisions hereof or of any other agreement or of its duties hereunder, or relating to any dispute involving any party hereto, and shall incur no liability and shall be fully indemnified from any reasonable liability whatsoever in acting in accordance with the opinion or instruction of such counsel. Issuer shall promptly pay, upon demand, the reasonable fees and expenses of any such counsel.

  • Trustee Capacity It is expressly understood and agreed by the parties hereto that insofar as this Confirmation is executed by the Trustee (i) this Confirmation is executed and delivered by HSBC Bank USA, National Association not in its individual capacity but solely as trustee for the Supplemental Interest Trust created under the Pooling and Servicing Agreement referred to in this Confirmation in the exercise of the powers and authority conferred and invested in it thereunder (ii) each of the representations, undertakings and agreements herein made on behalf of the Supplemental Interest Trust is made and intended not as personal representations, undertakings and agreements by HSBC Bank USA, National Association but is made and intended for the purposes of binding only the Supplement Interest Trust, (iii) nothing herein contained shall be construed as creating any liability on the part of HSBC Bank USA, National Association, individually or personally, to perform any covenant either expressed or implied contained herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under the parties hereto, (iv) under no circumstances shall HSBC Bank USA, National Association in its individual capacity be personally liable for the payment of any indebtedness or expenses or be personally liable for the breach or failure of any obligation, representation, warranty or covenant made or undertaken under this Confirmation or any other related documents, and (v) the parties hereto acknowledge and agree that under (a) the Pooling and Servicing Agreement, and (b) this Agreement, the Securities Administrator may act for Counterparty hereunder, and DBAG hereby acknowledges and agrees that it will, unless otherwise directed by the Supplemental Interest Trust Trustee or the Securities Administrator, make all payments hereunder to the account specified below. DBAG shall be entitled to rely, shall be fully protected in relying, and shall incur no liability from relying in good faith, upon any writing, resolution, notice, consent, certificate, affidavit, letter, telegram, facsimile or telephone message, statement or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the Securities Administrator.

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