Vendors Capacity Clause Samples
The "Vendor's Capacity" clause defines the legal and operational status under which the vendor is entering into the agreement. It typically requires the vendor to confirm that it has the authority, power, and necessary qualifications to perform its obligations under the contract. For example, the clause may specify that the vendor is duly organized, validly existing, and in good standing under the laws of its jurisdiction. This ensures that the vendor is legally capable of fulfilling the contract, thereby protecting the other party from entering into an agreement with an entity that lacks the proper authority or ability to deliver the promised goods or services.
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.
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 ▇▇▇▇ Overseas Holdings Limited;
(d) where the Vendor has the right to receive a payment of the Initial Cash Consideration purs...
Vendors Capacity. The Vendor acts in its capacity as Receiver of the Debtor and shall have no personal or corporate liability under this Agreement.
Vendors Capacity. [Deleted]
Vendors Capacity