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. 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. 2.1 The Seller is duly organised, validly existing and solvent under and in accordance with the laws of the Russian Federation.
Capacity of Seller. 4.1 The Seller has obtained all corporate authorisations required to empower it to enter into this Agreement and the Tax Deed and to perform its obligations thereunder in accordance with their terms.
Capacity of Seller. Authorisation. Binding Effect page 7.2 Non-violation of Laws. Orders and Agreements page 7.3 Shares 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, -52- 27 valid and binding obligations of Seller, enforceable against him in accordance with its terms.
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. (a) It has the requisite power and authority to enter into and perform this Agreement and has obtained all consents for entering and performing this Agreement to the extent necessary under statutory law or otherwise.
Capacity of Seller. Seller is duly incorporated and validly existing under the laws of its place of incorporation and has full power and authority to sell, transfer and deliver to Purchaser the Shares and to perform all other undertakings under this Share Purchase Agreement dated 20 October 2005 Execution Copy* 13/13
Capacity of Seller. Seller is a limited liability company duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller is duly qualified or licensed to transact business and is in good standing in all jurisdictions in which it conducts business. Seller has the requisite power and authority to enter into this Agreement, perform its obligations hereunder and to conduct its businesses as now being conducted. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary limited liability action on the part of Seller.
