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. 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.
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. 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.
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.
Seller’s Capacity. Each Seller is a duly existing company or partnership and each Seller and Xx Xxxxxxxx is entitled to enter into the transactions contemplated by this Agreement. Each Seller has the the capacity and authority to enter into this Agreement, sell and transfer to the Purchaser the Shares as sold hereunder and to perform all of the other undertakings under this Agreement. No court order to open insolvency proceedings over the assets of a Seller has been served on such Seller as of the Signing Date. To Sellers' Knowledge, (i) no request for the opening of such proceedings has been filed, and (ii) no circumstances exist which would require a Seller to apply for the opening of such proceedings. As of the Signing Date there is (i) no lawsuit pending or threatened in writing against any Seller, and (ii) to the Sellers’ Knowledge, no action, suit, investigation or proceeding pending or threatened in writing, each of item (i) or (ii) affecting a Seller, which in any manner seeks to prevent, enjoin or delay the Closing, other than, for the avoidance of doubt, the merger control proceedings referred to in Clause 7.1.
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.
Seller’s Capacity. If requested by Purchaser, Seller shall, on or before the Closing Date, deliver to the Purchaser certified and conformed copies of certificates from the Washington, California, and Alabama Secretaries of State stating that Seller is a corporation in good standing under the laws of said states and qualified to do business in said states.
Seller’s Capacity. 1.1 The Seller is a limited liability company duly incorporated and validly existing under the laws of Malta.
Seller’s Capacity. 1.1 The Seller has the full legal capacity to act and enter into this Agreement and perform his obligations on his own behalf and that this capacity is not limited by any legal provision, court ruling, arbitration award or agreement.
