Vendors Capacity Sample Clauses

Vendors Capacity. The Vendor (or the relevant member(s) of the Vendor's Group as the case may be) has full power and authority to enter into and perform its obligations under this Agreement and the documents listed in clause 5.2(d), each of which will on execution thereof binding on the Vendor (or the relevant member(s) of the Vendor's Group as the case may be) and enforceable in accordance with their respective terms.
Sample 1
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Vendors Capacity. 2. The Vendor and the Purchaser agree and acknowledge that the Vendor is entering into this Agreement and the Disclosure Letter; (a) as principal; and (b) as agent for each Designated Vendor that has entered into an Agency Agreement prior to this Agreement being entered into by the parties to it, in each case on the basis and to the extent set out in this Schedule 18 . 3. Unless the context requires otherwise or except as otherwise specifically provided: (a) all Vendor Obligations: (i) to the extent that, on their terms, they relate to Target Companies, Shares, Businesses or Business Assets being sold by one or more Designated Vendors, or to the extent that, on their terms, they relate to one or more Designated Vendors, are given by the Vendor as agent for each such Designated Vendor (other than itself); and (ii) are otherwise given by the Vendor as principal; (b) all Purchaser Obligations: (i) to the extent that, on their terms, they relate to Target Companies, Shares, Businesses or Business Assets being sold by one or more Designated Vendors are received by the Vendor as agent for each such Designated Vendor (save that, if the Vendor is itself the relevant Designated Vendor or one of them, they are received by the Vendor as principal as well as agent for any other such Designated Vendor); or (ii) to the extent that, on their terms, they relate to one or more Designated Purchasers, are received by the Vendor as agent for each of the Page 136 Designated Vendors which is selling Shares, the Business or Business Assets to such Designated Purchaser or Designated Purchasers; and (iii) are otherwise received by the Vendor as principal; (c) where the Vendor assumes an obligation to make, or otherwise makes, a payment under or in connection with this Agreement and, under the terms of this Agreement, the relevant payment would be made by way of adjustment to the price of any particular Shares, the Business or Business Asset, the obligation to make such payment is assumed, and such payment when made shall be made, by the Vendor only as agent for the Designated Vendor that is selling the relevant Shares, Business or Business Asset under this Agreement; and any other obligation pursuant to which the Vendor has to make a payment, and any other payment that it makes, under or in connection with this Agreement is assumed and/or made as agent for Xxxx Overseas Holdings Limited; (d) where the Vendor has the right to receive a payment of the Initial Cash Consideration purs...
Sample 1
Vendors Capacity. The Vendor acts in its capacity as Receiver of the Debtor and shall have no personal or corporate liability under this Agreement.
Sample 1
Vendors Capacity. [Deleted]
Sample 1
Vendors Capacity 
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Related to Vendors Capacity

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

  • 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;

  • 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.

  • 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;

  • 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.

  • Corporate Capacity The Acquirer has the corporate power, capacity and authority to enter into and complete this Agreement;

  • 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.

  • INDEPENDENT CAPACITY The employees or agents of each party who are engaged in the performance of this Agreement shall continue to be employees or agents of that party and shall not be considered for any purpose to be employees or agents of the other party.

  • 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.

  • INDEPENDENT CAPACITY OF THE CONTRACTOR The parties intend that an independent contractor relationship will be created by this contract. The CONTRACTOR and his or her employees or agents performing under this contract are not employees or agents of the AGENCY. The CONTRACTOR will not hold himself/herself out as or claim to be an officer or employee of the AGENCY or of the State of Washington by reason hereof, nor will the CONTRACTOR make any claim of right, privilege or benefit that would accrue to such employee under law. Conduct and control of the work will be solely with the CONTRACTOR.

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