Capacity of Seller. Seller is a limited liability company duly organized and validly existing under the laws of Germany, with full power, authority and capacity to (a) own and hold the Shares; and (b) enter into, deliver and perform all of its obligations under this Agreement.
Capacity of Seller. The Seller is a limited liability company duly formed and validly existing under the laws of the State of Delaware. The Seller has full limited liability company power and authority to conduct its business as it is presently conducted, to enter into this Agreement, to carry out the Seller’s obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Seller, and assuming due execution and delivery by the Buyer, this Agreement constitutes a legal, valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting rights of creditors generally or by general principles of equity.
Capacity of Seller. 1. The Seller is entitled to sell the Business and Transferred Assets to the Buyer on the terms set out in this Agreement.
Capacity of Seller. Authorisation. Binding Effect page 7.2 Non-violation of Laws. Orders and Agreements page 7.3 Pre-emptive Right page
Capacity of Seller. AUTHORISATION. BINDING EFFECT. Seller has full right, power and authority to enter into this Agreement. No consent of, notice to, or filing with the Seller's spouse or any third party or entity whatsoever is required for Seller to enter into this Agreement or to consummate the transactions contemplated herein. This Agreement has been duly executed by Seller and shall constitute the legal, valid and binding obligations of Seller, enforceable against him in accordance with its terms.
Capacity of Seller. Seller has not, at any time: (a) made a general assignment for the benefit of creditors; (b) filed, or had filed against it, any bankruptcy petition or similar filing; (c) suffered the attachment or other judicial seizure of all or a substantially all of such Seller’s assets; (d) admitted in writing such Seller’s inability to pay such Seller’s debts as they become due; or (e) taken or been the subject of any action that will have an adverse effect on such Seller’s ability to comply with or perform any of such Seller’s covenants or obligations under any of the Transaction Documents. Seller is not subject to any Applicable Law that may have an adverse effect its ability to comply with or perform any of its covenants or obligations under any of the Transaction Documents.
Capacity of Seller. The Seller has the right and authority to enter into this Agreement on the terms and conditions set out in it and to transfer the legal and beneficial title and ownership of the Seller’s Shares to the Buyer. This Agreement constitutes a valid and binding obligation of the Seller.
Capacity of Seller. Each Seller has the full legal right and capacity to enter into this Agreement and perform his, her or its obligations hereunder. True, correct and complete copies of all organizing documents of any Seller that is not an individual have been provided to Purchaser.
Capacity of Seller. Seller is duly formed, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in and is in good standing under the laws of the State of California. Seller has the power and authority to enter into this Agreement. Seller’s representatives are duly authorized to execute and deliver this Agreement on behalf of Seller, to execute and deliver the instruments specified herein, and generally to perform Seller’s obligations hereunder and thereunder. This Agreement and all documents executed by Seller which are to be delivered to Buyer under this Agreement do not and at the time of delivery will not violate any provision of any agreement, mortgage or deed of trust or judicial order to which Seller is a party or to which Seller is subject.
Capacity of Seller. Bidder acknowledges that this Agreement runs to the benefit of Seller as receiver as well as to Seller in its corporate capacity, and that Seller in any capacity is entitled to exercise any and all of Seller’s rights or remedies under this Agreement.
