ULTRA XXXXX. The Companies are empowered and duly qualified to carry on business in all jurisdictions in which their present businesses are now carried on and have not entered into any ultra xxxxx transaction.
ULTRA XXXXX. On reconsideration, Xxxxx contends that when the Tax Tribunal exceeded its jurisdiction, its act was ultra xxxxx and therefore void rather than voidable. We note that Xxxxx did not raise this argument in his original brief on appeal but, because it is an extension of his argument regarding the Tax Tribunal’s authority, we will address it here briefly in the interests of completeness. Put simply, “ultra xxxxx” means “beyond the scope of power allowed or granted . . . by law.”52 As stated above, we agree that the Tax Tribunal’s action was not within the scope of its authority. However, simply because the action was beyond the scope of its authority does not mean that Xxxxx can collaterally attack that action in a separate proceeding. The federal cases Xxxxx cites are not persuasive on the issue of collateral attack. They all concern cases in which an appellate court was directly reviewing a decision in the same case, even if the review was not timely. In City of Arlington v Federal Communications Commission, the city petitioned for review of a declaratory ruling by the commission.53 The United States Supreme Court held that, unlike a court, an agency’s power to act is not independent of whether its decision is proper.54 However, in Arlington, the United States Supreme Court was reviewing 50 Id. at 473. 51 See Xxxxx, 441 Mich at 40; Xxxxxxxxxx v Xxxxxxxxxx, 351 Xxxx 216, 222; 88 NW2d 416 (1958). 52 Black’s Law Dictionary (9th ed). 53 City of Arlington v Fed Communications Comm, 569 US ; 133 S Ct 1863, 1867; 185 L Ed 2d 941 (2013).
ULTRA XXXXX. Should any provisions of this Agreement be declared ultra xxxxx by any competent court of law, the remaining provisions of this Agreement shall be deemed to be the Agreement and shall remain in force for the unexpired period of this Agreement.
ULTRA XXXXX. 1.1 If a legal act (rechtshandeling) performed by a Netherlands legal entity transgresses the objects (het doel) of such entity, such legal act may be nullified by such entity or its receiver in bankruptcy pursuant to Section 2:7 of the Netherlands Civil Code if the other party knew or should have known that such legal act was transgressed the entity’s object. The objects clause in the articles of association, though an important element is not by itself decisive. In the limited case law on this subject matter, the Netherlands Supreme Court (Xxxx Xxxx der Nederlanden) has ruled that a Netherlands court, when objectively determining whether a specific legal act should be regarded as exceeding a company’s corporate objects, must take all relevant circumstances (e.g., the company’s corporate interest (vennootschappelijk belang), its group relations etc.) into consideration, in particular whether the interests of the legal entity were served by the transactions. As “all relevant circumstances” is a broad concept, it is difficult to predict how these circumstances are to be taken into consideration and is a matter of fact upon which we do not opine. However, we believe that the starting point should be that a legal act which is within the limits of the text of a company’s objects clause should generally not be considered ultra xxxxx when such acts did serve the interest of the entity or was at least not (disproportionately) contrary to those interests. We have reviewed the objects clause of the Company as included in the Articles of Association, and the text of the objects clause does not raise concerns in this respect.
ULTRA XXXXX. None of the Contracts are ultra xxxxx the Seller or any member of the Seller’s Group.
ULTRA XXXXX. So far as the Seller is aware, none of the contracts of any Group Company is ultra xxxxx, unauthorised, invalid or unenforceable.
ULTRA XXXXX. Should any clause of this Agreement be held to be ultra xxxxx the remaining clauses shall remain in full force and effect and be binding upon the parties. SIGNED AT JOHANNESBURG FOR AND ON BEHALF OF THE PARTIES THIS DAY OF 2006. M TEMANE Authorised on behalf of the Master Diamond Cutters' Association of South Africa S MOTLOUNG Authorised on behalf of the United Association of South Africa – Diamond Sector C XXXXX Secretary of the Council ANNEXURE A - COUNCIL LEVIES BARGAINING COUNCIL FOR THE DIAMOND CUTTING INDUSTRY OF SOUTH AFRICA Tel: 000 0000 P O BOX 8304 Fax: 000 0000 JOHANNESBURG 2000 Name and address of firm ......................................................
