The Vendors Sample Clauses
The "The Vendors" clause defines who the sellers are in a transaction, typically by identifying the individuals or entities transferring ownership of goods, property, or rights. This clause usually lists the names, addresses, and sometimes legal status of the vendors, ensuring all parties are clear about who is responsible for fulfilling the seller's obligations under the agreement. By clearly specifying the vendors, this clause helps prevent disputes over identity and responsibility, ensuring that the correct parties are held accountable for the terms of the contract.
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The Vendors. (a) In respect of each of the Vendors who are incorporated, they severally warrant that they are a corporation duly organised, validly existing and in good standing under the laws of Queensland and have all requisite corporate powers and authority to execute and deliver this Agreement and to carry out and perform their obligations under the Agreement and the Certificate. Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
(b) None of the Vendors:
(i) have 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 substantial portion of its assets, (D) admitted in writing its inability to pay its debts as they become due, (E) been convicted of, or pleaded guilty to, any felony, or (F) taken or been the subject of any action that may have an adverse effect on such its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements; or
(ii) is subject to any Order that may have an adverse effect on its ability to comply with or perform any of its covenants or obligations under any of the Transactional Agreements.
(c) There is no Proceeding pending, and no Person has threatened to commence any Proceeding, that may have an adverse effect on the ability of any of the Vendors to comply with or perform any of its covenants or obligations under any of the Transactional Agreements. No event has occurred, and no claim, dispute or other condition or circumstance exists, that might directly or indirectly give rise to or serve as a basis for the commencement of any such Proceeding.
(d) Those of the Vendors that are corporations severally warrant that all corporate action on the part of the relevant Vendor, its officers, directors and shareholders necessary for the authorisation of this Agreement, the performance of all its obligations hereunder at the Closing and the sale and delivery of the Sale Shares it is selling has been taken or will be taken prior to the Closing. Each Vendor severally warrants that this Agreement constitutes the legal, valid and binding obligation of each of the Vendors, enforceable against each of the Vendors in accordance with its terms except to the exte...
The Vendors. 28 SCHEDULE 2............................................................................. 39 Particulars relating to the Company.................................................... 39 SCHEDULE 3............................................................................. 40 Particulars relating to Subsidiaries................................................... 40 SCHEDULE 4.............................................................................
The Vendors. (a) At Completion, each Vendor shall deliver the following documents or items to the Purchaser or at the Purchaser’s direction:
(i) stock transfer forms in favour of the Purchaser for the Shares being sold by the Vendors duly executed by the registered holder of those Shares;
(ii) share certificates in respect of all of the Shares being sold, or an indemnity in Agreed Form for any lost share certificates;
(iii) a copy of any power of attorney in Agreed Form under which any document to be delivered to the Purchaser under this paragraph 1 has been executed;
(iv) counterparts of the Joinder Document duly executed by or on behalf of each Vendor;
(v) an electronic copy of the contents of the Data Room; and
(vi) in respect of each of [***], a copy of a board resolution or other authorising documents of such Vendor evidencing the authority of such Vendors’ Representatives to execute the Transaction Documents on its behalf and any other documents referred to in this Agreement to which such Vendor is a party; and
(b) At Completion, the Vendors shall procure that the Company shall pay Euro[***] by electronic transfer of cleared funds for same day value to [***] in part satisfaction of the [***] Loan Repayment Amount.
The Vendors s/ FAN ZHEN /s/ SUN JISHAN
The Vendors. 3.1 Each of the Vendors is a company duly incorporated and validly existing under the laws of its jurisdiction of incorporation.
3.2 Each of the Vendors has full requisite legal right, power and authority and has obtained all consents, licences, authorisations, waivers or exemptions required to enable it to enter into and perform its obligations under this Agreement.
3.3 Each person signing this Agreement on behalf of the Vendors is duly authorised to do so.
The Vendors. (a) Each of the Vendors severally warrants that they have the capacity and financial capability to comply with and perform all of their covenants and obligations under each of the Transactional Agreements to which they are or may become a party.
(b) None of the Vendors:
(i) have 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 substantial portion of its assets, (D) admitted in writing its inability to pay its debts as they become due, (E) been convicted of, or pleaded guilty to, any felony, or
The Vendors. In respect of the Vendors:
The Vendors. SIGNED AND DELIVERED THE WITHINNAMED: Photograph
The Vendors. 2.1 Each of the Vendors is a company duly incorporated, validly existing and in good standing in all respects under the Law of the jurisdiction of its incorporation with full power and authority to own its assets and to carry on its business as it is now being conducted.
2.2 Each of the Vendors has all necessary authority and power to enter into and perform this Agreement and the Deed of Indemnity and to carry out its obligations pursuant to this Agreement and the Deed of Indemnity.
2.3 The execution of this Agreement and all other ancillary documents on behalf of each of the Vendors has been validly authorised and the obligations expressed as being assumed by it under each such agreement constitutes its valid, legal and binding obligations enforceable against it in accordance with their terms.
2.4 Neither the execution nor delivery by the Vendors of this Agreement, the Deed of Indemnity or any ancillary document nor the performance or observance of any of their obligations thereunder, does or shall conflict with, or result in any breach or violation of, any judgment, order or decree, trust deed, mortgage, agreement or other instrument or arrangement or (in respect of a corporation) the constitutional documents or the Law by which any of the Vendors are bound or which would have an adverse effect on the Company.
2.5 No third-party consent or approval is required for the Vendors to enter into and perform its obligations under this Agreement and the Deed of Indemnity.
2.6 Neither of the Vendors is bankrupt, in receivership, liquidation or analogous process, has taken steps to enter into liquidation and no petition has been presented for its winding-up and there are no grounds on which a petition or application could be based for its winding up or appointment of a receiver of its assets.
The Vendors. SHAREHOLDER SHARES ----------- ------ I.T. & e. Ltd 2,088,111 ACN 078 210 938 Pty Ltd 109,899 PART III: THE COVENANTORS
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