Seller’s Capacity. By executing and delivering this Agreement, Seller makes no agreement or understanding herein in his capacity as a director or officer of Company. Seller signs solely in his capacity as the beneficial owner of the Shares and nothing herein shall limit or affect any actions taken by Seller in his capacity as an officer or director of the Company.
Seller’s Capacity. The Seller is a duly existing company with limited liability and is entitled to enter into this Agreement and to perform all of the transactions contemplated by this Agreement. This Agreement constitutes the legal, valid and binding obligations of Seller and is enforceable against Seller in accordance with its terms. Except as set forth on Schedule 7.1, the execution, delivery and performance of this Agreement will not (with notice or lapse of time or both) violate, conflict with or result in a breach of (a) the organizational documents of the Company or (b) any law applicable to the Company or its Business. Except as set forth on Schedule 7.1, none of the Seller or the Company is required to give any notice to, make any filing with or obtain any authorization, consent or approval from any third party or governmental authority to enter into this Agreement or perform the transactions contemplated by this Agreement.
Seller’s Capacity. 1.1 Each of the Seller, the Seller Guarantor and the Czech Seller, and each of their relevant Related Persons, has the requisite power and authority, and has obtained all corporate authorisations and all other applicable governmental, statutory, regulatory or other consents, licences, waivers or exemptions required to enter into and to perform its obligations under this Agreement, the Tax Deed and each of the other Transaction Agreements to which it is a party.
1.2 Each Transaction Agreement to which the Seller, the Seller Guarantor or the Czech Seller, or any of their Related Persons is a party constitutes or will, when executed, constitute legally valid and binding obligations on the Seller, the Seller Guarantor or the Czech Seller (as the case may be), and/or such Related Person, enforceable against such person in accordance with its terms except as enforceability may be affected by bankruptcy, insolvency, and similar laws affecting creditors’ rights and except as the availability of certain remedies may be limited by principles of equity.
1.3 Compliance with the terms of each Transaction Agreement to which any of the Seller, the Seller Guarantor or the Czech Seller, or any of their Related Persons is a party does not and will not conflict with or constitute a default or breach under any provision of:
(a) the memorandum or articles of association (or equivalent documents) of the Seller, the Seller Guarantor or the Czech Seller (as the case may be) or the relevant Related Person; or
(b) any order, judgment, award, injunction, decree or regulation or any other restriction of any kind or character by which it is bound or submits to an extent which would prohibit, prevent, delay, impede or restrict the consummation of the transactions contemplated by any of the Transaction Agreements.
Seller’s Capacity. 9.1.1 Each Seller has full authority and capacity to enter into this Agreement and to perform the transactions contemplated herein, in particular to sell and transfer its Sold Shares. All necessary corporate actions have been taken and all necessary consents have been obtained with regard to the execution and performance of this Agreement and the transactions contemplated herein by the respective Seller.
9.1.2 The entering into of this Agreement and the transactions contemplated in it, do not require any permit or consent by any court, public authority or other public body and do not violate any binding decision, decree or order of any kind of any court, public authority or other public body. This Agreement and the transactions intended by it are legally binding and enforceable commitments for each Seller.
9.1.3 This Agreement has been duly executed on behalf of the respective Seller and constitutes legal, valid and binding obligations of the respective Seller which are enforceable in accordance with the terms of this Agreement.
9.1.4 No legal or administrative proceedings are pending or threatened against or affecting the respective Seller before any court, arbitrator or governmental authority which could in any manner affect the execution or performance of this Agreement or the transactions contemplated herein.
Seller’s Capacity. 8.1.1 The Seller is a company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation and has full power and authority to conduct its business as presently conducted and to own its assets and properties as presently owned.
8.1.2 The Seller is not insolvent or subject to any bankruptcy, liquidation, composition with creditors or similar pre-bankruptcy or bankruptcy-like proceedings.
8.1.3 The Seller is not subject to any court order, which could affect or limit the execution, delivery and performance by it of the obligations arising under this Agreement.
8.1.4 All corporate acts and other corporate proceedings required to be taken by or on behalf of the Seller to authorize it to enter into and to carry out this Agreement have been duly and properly taken. This Agreement has been duly executed by the Seller and constitutes, assuming due authorization, execution, and delivery of this Agreement by the Seller, a valid and binding obligation of the same enforceable against it in accordance with its terms.
8.1.5 The execution of this Agreement and the consummation of the transactions contemplated by it do not require any consent or waiver under the incorporation deed or the by-laws of the Seller, or violate any law applicable to it.
Seller’s Capacity. 6.1 The First Seller shall transfer the First Property with full title guarantee
6.2 The Second Seller shall transfer the Second Property with full title guarantee
Seller’s Capacity. Notwithstanding any other provision of this Agreement, the Buyer agrees with the Seller that:
(a) the Seller, in entering into this Agreement and completing the transactions contemplated hereby, is acting in the role of seller of the Purchased Assets, solely in its capacity as court-appointed receiver of the Purchased Assets; and
(b) neither the Seller personally nor any of its shareholders, directors, officers, employees or agents shall have any personal or corporate liability under or as a result of this Agreement (except as regards its representations and warranties in Section 5.01) or any agreements or documents to be delivered by the Seller pursuant to this Agreement or otherwise in connection herewith, including pursuant to the representations and warranties of the Seller in this Agreement or in respect of any breach of covenant by the Seller. In the event of any conflict or inconsistency between the provisions of this Section 7.08 and any other provision of this Agreement or any other agreement or document delivered pursuant to this Agreement the provisions of this Section 7.08 shall prevail.
Seller’s Capacity. The Seller is a duly existing company with limited liability and is entitled to enter into the Transaction. All necessary corporate consents for the Transaction have been given, and no third party consents or authorizations, other than those expressly set forth in this Agreement, are necessary in connection with the execution and consummation of this Agreement. This Agreement constitutes the valid and legally binding obligation of the Seller, enforceable against it in accordance with its respective terms, except as such enforceability may be limited by applicable laws and regulations. There are no injunctions, court orders or other orders of a governmental authority preventing the Seller from entering into, and the consummation of, the Transaction.
Seller’s Capacity. 9.1.1 Seller 1 through Seller 4 are duly established and existing partnerships and have unrestricted power, authority and capacity to execute this Agreement and enter into the transactions contemplated by this Agreement. Seller 5 is a duly incorporated and existing company with limited liability and has unrestricted power, authority and capacity to execute this Agreement and enter into the transactions contemplated by this Agreement. Seller 6 through Seller 8 are natural persons and have unrestricted authority and capacity to execute this Agreement and enter into the transactions contemplated by this Agreement. All necessary corporate consents for these transactions have been given, and no third party consents or authorisations, other than those expressly set forth in this Agreement, are necessary in connection with the execution and consummation of this Agreement by any of the Sellers.
9.1.2 No insolvency or similar proceedings have been, or have been threatened to be, opened or applied for regarding the assets of any Seller, and there are no circumstances which would require or justify the opening of or application for such proceedings. None of the Sellers is illiquid (zahlungsunfähig), and none of the Sellers 1 through 5 is over-indebted (überschuldet).
9.1.3 There is no action, suit, investigation or other proceeding pending or threatened in writing against or affecting any Seller or any of the Group Companies before any governmental authority which in any manner challenges or seeks to prevent, enjoin, alter or materially delay the execution or consummation of this Agreement or the transaction contemplated herein, and there are no circumstances likely to give rise to any of this.
Seller’s Capacity. 1.1 The Seller has the corporate power and authority to enter into and perform its obligations under the Agreement and any other documents referred to in the Agreement to be executed by the Seller and has taken all necessary action to enter into and perform its obligations thereunder and any other documents referred to in the Agreement to be executed by the Seller.
1.2 The Agreement and any other document referred to in the Agreement executed by the Seller constitute binding obligations on the Seller and are enforceable against the Seller in accordance with their respective terms, subject to the effect of any applicable bankruptcy, insolvency and similar Laws affecting creditors’ rights generally.
1.3 The execution of, entering into, performance of and compliance with the Agreement and the consummation of the Transaction will not violate, conflict with, result in a breach of or constitute a default under any order, judgment, injunction award or decree of any court, arbitrator or governmental board against or binding on the Seller or violate any Law applicable to the Seller.
1.4 This Agreement and any other documents referred to in the Agreement to be executed by the Seller have been duly executed by the Seller.
1.5 There are no actions, claims, or other proceedings or investigations pending or threatened in writing against or involving the Seller which may affect the validity of the Agreement or prevent the Seller from consummating the Transactions contemplated thereby.
