Common use of SELLERS Clause in Contracts

SELLERS. Each Seller has been duly organized and validly exists in good standing as a limited liability company under the laws of the jurisdiction of its incorporation, organization or formation. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Each Seller’s location (within the meaning of Article 9 of the UCC), and the office where each Seller keeps all records (within the meaning of Article 9 of the UCC) relating to the Purchased Assets is at the address of Sellers referred to in Annex 1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location to the location shown in Section 7.16 within the past twelve (12) months. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Seller is a wholly-owned Subsidiary of Pledgor. The fiscal year of each Seller is the calendar year. Each Seller has no Indebtedness, Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) or (s). Each Seller has no Guarantee Obligations.

SELLERS. Each Seller has been represents and warrants to Purchaser as follows: 6.2.1. Seller is a corporation duly organized organized, validly existing and validly exists in good standing as a limited liability company under the laws of the jurisdiction State of its incorporation, organization or formationTexas. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessaryTexas, and (c) Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly authorized by all necessary requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under convey the Repurchase Documents Assets conveyed pursuant to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Each Seller’s location (within the meaning Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of Article 9 of the UCC), and the office where each Seller keeps all records (within the meaning of Article 9 of the UCC) intention to commence any investigation relating to the Purchased Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is at the address of Sellers referred to in Annex 1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the location shown prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in Section 7.16 within the past twelve (12) monthsPhase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Seller is a wholly-owned Subsidiary not aware of Pledgorany facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. The fiscal year To the best of each Seller Seller's knowledge, all historical operating information provided to Purchaser is the calendar year. Each Seller has no Indebtedness, Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) or (s). Each Seller has no Guarantee Obligationsmaterially accurate.

SELLERS. Each Seller has been Seller, severally and not jointly, represents and warrants the following: (a) It is a corporation duly organized and validly exists in good standing as a limited liability company existing under the laws of the jurisdiction State of its incorporation, organization or formation. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by Delaware with all necessary action, corporate power and authority to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform this Agreement (b) The execution, delivery and performance of this Agreement by it and the other agreements being executed and delivered in connection with this Agreement (the “Transaction Documents”) by it to Buyer have been duly and validly authorized by all necessary corporate action on its obligations under part, and this Agreement and the Repurchase other Transaction Documents constitute its valid and legally binding obligation, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application now or hereafter in effect affecting enforcement of creditors’ rights generally and (ii) general principles of equity. (c) At the Closing, it possesses, and is hereby transferring good and indefeasible title to the Assets to Buyer free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Sale Order, except for Assumed Liabilities, and with all of the protections afforded by, Section 363 of the Bankruptcy Code and Sellers have not sold, transferred, assigned or licensed, in whole or in part, any of the Transferred Intellectual Property Rights. (d) The execution and delivery of this Agreement and the other Transaction Documents to which it such Seller is a partyparty and the consummation of the transactions contemplated hereby will not result in any violation, or be in conflict with or constitute, with or without notice or the passage of time, a default under any provision of such Seller’s certificate of incorporation or bylaws, or any Order or contract to which such Seller is a party or by which it or any of its assets and properties are bound. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (e) Seller has provided true and complete copies of (i) all the Assumed Contracts, (ii) the asset purchase agreement between Vivante GMP Solutions, Inc. and Sellers, (iii) the patent purchase and license agreements between Crucell Holland B.V. and Introgen Therapeutics and (ziv) acquirethe Restated p53 and K-ras Agreement between Aventis Pharmaceuticals Products Inc., ownAventis Pharma S.A. and Introgen Therapeutics and to the knowledge of Sellers, sellthere are no other contracts or agreements, assignwritten or oral, pledge and repurchase enforceable or unenforceable, related to any of the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is agreements set forth in the preamble and signature pages (i) - (iv) of this Agreement. Each Section 7.1(e). (f) To the knowledge of Seller, as used in Seller’s location (within the meaning of Article 9 business, none of the UCC)Transferred Intellectual Property Rights infringes upon, and misappropriates, or violates any proprietary rights of third parties. To the office where each Seller keeps all records (within the meaning knowledge of Article 9 of the UCC) relating Sellers, no Person has asserted or threatened to assert any claim with respect to the Purchased Assets is at the address of Sellers referred to in Annex Transferred Intellectual Property Rights (1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location to the location shown effect that the Transferred Intellectual Property Rights, as used in Section 7.16 within Sellers’ business, infringe or misappropriate, or have infringed or misappropriated, any copyright, patent, trademark, trade secret or other intellectual property right of any other Person or (2) challenging the past twelve (12) months. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Seller is a wholly-owned Subsidiary ownership, validity, enforceability or effectiveness of Pledgor. The fiscal year of each Seller is the calendar year. Each Seller has no Indebtedness, Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) Transferred Intellectual Property Rights. To the knowledge of Seller, no Person is or (s). Each Seller has no Guarantee Obligationsis suspected of infringing upon, misappropriating of have misappropriated or infringed upon, any copyright, patent, trademark, trade secret or other intellectual property right of any of the Assets.

SELLERS. Each Such Seller has been duly organized and validly exists in good standing as a limited liability company under the laws of the jurisdiction State of its incorporation, organization or formationDelaware. Each Master Series Trust has been duly organized as a Delaware statutory trust organized in series and validly exists in good standing under the laws of the State of Delaware. Such Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessary, and (c) has been duly authorized by all necessary action, to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Such Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Each Seller’s location Such Seller and each Master Series Trust is located (within the meaning of Article 9 of the UCC), and in the office where each Seller keeps all records (within the meaning state of Article 9 of the UCC) relating to the Purchased Assets is at the address of Sellers referred to in Annex 1Delaware. Each Such Seller has not changed its name or location within the past twelve (12) months. Each Seller has changed its location to the location shown in Section 7.16 within the past twelve (12) months. ACRC Such Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇are set forth on Annex 1. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Such Seller is a an indirect wholly-owned Subsidiary of PledgorGuarantor. Other than the Master Series Trust and related series, such Seller has no Subsidiaries. The fiscal year of each such Seller is the calendar year. Each Such Seller has no Guarantee Obligations. Such Seller has no Indebtedness, Contractual Obligations or Investments investments other than (a) ordinary trade payables, (b) in connection with Underlying Assets acquired or originated for the Transactions, and (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) or (s). Each Seller has no Guarantee Obligations.

SELLERS. Each Seller has been represents and warrants to Purchaser as follows: 6.2.1. Seller is a limited partnership duly organized organized, validly existing and validly exists in good standing as a limited liability company under the laws of the jurisdiction State of its incorporation, organization or formationTexas. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in all jurisdictions necessaryTexas, and (c) Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been duly authorized by all necessary requisite partnership actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the certificate of limited partnership or partnership agreement of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to (w) own, lease and operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under convey the Repurchase Documents Assets conveyed pursuant to which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. Each Seller’s location (within the meaning Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of Article 9 of the UCC), and the office where each Seller keeps all records (within the meaning of Article 9 of the UCC) intention to commence any investigation relating to the Purchased Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is at the address of Sellers referred to in Annex 1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the location shown prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in Section 7.16 within the past twelve (12) monthsPhase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. TRS Seller’s organizational identification number is 5447261 and its tax identification number is ▇▇-▇▇▇▇▇▇▇. Each Seller has no subsidiaries. Each Seller is a wholly-owned Subsidiary not aware of Pledgorany facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. The fiscal year To the best of each Seller Seller's knowledge, all historical operating information provided to Purchaser is the calendar year. Each Seller has no Indebtedness, Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and (d) ordinary and necessary expenses incurred in connection with any of the activities permitted under Section 9.01(q) or (s). Each Seller has no Guarantee Obligationsmaterially accurate.