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. 2.1 Each Seller has full power, authority and legal capacity to enter into and perform this Agreement and all other agreements, documents and certificates relating hereto to which the Seller is a party (collectively, the "Transaction Documents"), and to perform the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of each Seller, enforceable against each of the Sellers in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies). At Closing, all other Transaction Documents to be executed and delivered by Sellers shall have been duly executed and delivered by Sellers. All other Transaction Documents executed and delivered by Sellers shall constitute valid and binding obligations of Sellers, enforceable against Sellers in accordance with their terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally or by the principles governing the availability of equitable remedies).
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 May 31, 2017 | page 44 of 115 EXECUTION VERSION 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. 1.1 The Seller is a limited liability company duly incorporated and validly existing under the laws of Malta.
Seller's Capacity. Notwithstanding any other provision of this Agreement, the Buyer agrees with the Seller that:
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. 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. 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 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.
