Common use of Organization of the Seller Clause in Contracts

Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority (a) to own or to hold under lease the property it purports to own or to hold under lease, and (b) to operate its properties and to conduct the Business as now being conducted by Seller. Seller is duly qualified or licensed to transact business as a foreign limited liability company and is in good standing in every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller or the nature of the Business conducted by Seller makes such qualification necessary. Attached hereto as Schedule 3.1 is a list setting forth the states in which Seller is currently transacting business as a foreign limited liability company. Seller has no subsidiaries and does not own any securities issued by any other business corporation or other entity. The equity securities of Seller consists of membership interests, of which one hundred (100%) percent of such membership interests are issued and outstanding. The Member is the only equity holder of Seller, and the Member owns all of the issued and outstanding membership interests of Seller as set forth above, free and clear of any claims, assessments, liens or other encumbrances. There are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the purchase or acquisition from Seller of any of its authorized but unissued membership interests. Neither Seller nor the Member has granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the signature page hereof.

Organization of the Seller. (a) The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full power and authority authority: (a) to own or to hold under lease the property it purports to own or to hold under lease, and (b) to operate its properties and to conduct the Business as now being conducted by Seller. Seller is duly qualified or licensed to transact business as a foreign limited liability company and is in good standing in every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller or the nature of the Business conducted by Seller makes such qualification necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing would not, individually or in the aggregate, have a Material Adverse Effect. Attached hereto as Schedule 3.1 is a list setting forth the states in which Seller is currently transacting business as a foreign limited liability company. Except as set forth on Schedule 3.1, Seller has no subsidiaries and does not own any securities issued by any other business corporation or other entity. The equity securities of Seller consists of membership interests, of which one hundred (100%) percent of such membership interests Members are issued and outstanding. The Member is the only equity holder members of Seller, and the Member owns Members own all of the issued and outstanding membership interests securities of Seller as set forth aboveSeller, free and clear of any claims, assessments, liens or other encumbrances. There Except for any rights of the Members under the Seller’s Operating Agreement (which shall be waived by the Members at the Closing), a copy of which has been provided to Buyer, there are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the purchase or acquisition from Seller of any of its authorized but unissued membership interestssecurities. Neither Seller nor the Member has Members have granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the signature page hereof.

Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organizationincorporation, with full power and authority (a) to own or to hold under lease the property it purports to own or to hold under lease, and (b) to operate its properties and to conduct the Business as now being conducted by Seller. Seller is duly qualified or licensed to transact business as a foreign limited liability company corporation and is in good standing in every jurisdiction in which any property is owned by leased by Seller or payroll is paid by Seller or the nature of the Business conducted by Seller makes such qualification necessary. Attached hereto as Schedule 3.1 is a list setting forth the states in which Seller is currently transacting business as a foreign limited liability companycorporation. Seller has no subsidiaries and does not own any securities issued by any other business corporation or other entity. The equity securities stock of Seller consists of membership interests200 shares of common stock, no par value of which one hundred (100%) percent of such membership interests 100 shares are issued and outstanding. The Member is Stockholders are the only equity holder stockholders of Seller, and the Member owns Stockholders own all of the issued and outstanding membership interests shares of Seller as set forth above, free and clear of any claims, assessments, liens or other encumbrancesencumbrances as follows: Xxxxxxx – 80%, Ranzal – 20%. There are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for the purchase or acquisition from Seller of any of its authorized but unissued membership interestsstock of any class. Neither Seller nor the Member has Stockholders have granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the signature page hereof.

Organization of the Seller. The Seller is a corporation duly organized, validly existing existing, and in good standing under the laws of its the jurisdiction of organizationits incorporation. Section 3(a) of the Disclosure Schedule sets forth with respect to the Seller (i) the number of shares of authorized capital stock of each class of its capital stock; (ii) the number of issued and outstanding shares of each class of its capital Stock, with full power and authority (a) to own or to hold under lease the property it purports to own or to hold under leasenames of the holders thereof, and the number of shares held by each such holder; (biii) to operate the number of shares of its properties capital stock held in treasury; and to conduct the Business as now being conducted by Seller(iv) its directors and officers. The Seller is duly qualified or licensed authorized to transact conduct business as a foreign limited liability company and is in good standing in every under the laws of each jurisdiction where such qualification is required. The Seller has full corporate power and authority and, to the best of its actual knowledge, all licenses, permits, and authorizations necessary to carry on the businesses in which any property it is owned by leased by Seller or payroll is paid by Seller or the nature of the Business conducted by Seller makes such qualification necessary. Attached hereto as Schedule 3.1 is a list setting forth the states engaged and in which Seller is currently transacting business as a foreign limited liability companyit presently proposes to engage and to own and use the properties owned and used by it. The Seller has no subsidiaries delivered to the Buyer correct and does not own any securities issued by any other business corporation or other entitycomplete copies of its Articles of Incorporation and bylaws (as amended to date). The equity securities of Seller consists of membership interests, of which one hundred (100%) percent of such membership interests are issued and outstanding. The Member is the only equity holder of Seller, and the Member owns all All of the issued and outstanding membership interests shares of capital stock of the Seller as set forth abovehave been duly authorized and are validly issued, fully paid, and nonassessable. The Seller Stockholders hold of record and own beneficially all of the outstanding shares of the Seller, free and clear of any claimsrestrictions on transfer (other than restrictions under the Securities Act and state securities laws), assessmentstaxes, liens or other encumbrances. There are no preemptive rightsSecurity Interests, options, warrants, conversion privileges purchase rights, contracts, commitments, equities, claims, and demands. The minute books (containing the records of meetings of the stockholders, the board of directors, and any committees of the board of directors), the stock certificate books, and the stock record books of the Seller are correct and complete. The Seller is not in default under or in violation of any provision of its charter or bylaws. The Seller does not control directly or indirectly or have any direct or indirect equity participation in any corporation, partnership, trust, or other rights or agreements presently outstanding for the purchase or acquisition from Seller of any of its authorized but unissued membership interests. Neither Seller nor the Member has granted any Person other than Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. Seller’s federal employer identification number (FEIN) is as written on the signature page hereofbusiness association.

Organization of the Seller. The Seller is duly organized, validly existing and in good standing under the laws Laws of its jurisdiction the State of organizationIllinois, with full power and authority authority: (a) to own or to hold under lease the property it purports to own or to hold under lease, and (b) to operate its properties and to conduct the Business as now being conducted by the Seller. The Seller is duly qualified or licensed to transact business as a foreign limited liability company and is in good standing in every jurisdiction in which any property is owned by leased by the Seller or payroll is paid by the Seller or the nature of the Business conducted by the Seller makes such qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect. Attached hereto as Schedule 3.1 is a list setting forth the states in which the Seller is currently transacting business as a foreign limited liability company. The Seller has no subsidiaries and does not own any securities issued by any other business corporation or other entity. The equity securities Schedule 3.1 sets forth a complete and accurate list of Seller consists (i) all members of the Seller, indicating the number of membership interestsinterests of the Seller held by each member, of which one hundred and (100%ii) percent of such all outstanding options, warrants or other instruments giving any party the right to acquire membership interests are issued of the Seller, indicating (A) the holder thereof, (B) the number of membership interests of the Seller subject thereto and outstanding(C) the exercise price, date of grant, vesting schedule and expiration date of each such option, warrant or other instrument. The Member is members listed on Schedule 3.1 are the only equity holder members of Seller, the Seller and the Member owns own all of the issued and outstanding membership interests of the Seller as set forth above, free and clear of any claims, assessments, liens or other encumbrances. There are no preemptive rights, options, warrants, conversion privileges or other rights or agreements presently outstanding for Neither the purchase or acquisition from Seller of any of its authorized but unissued membership interests. Neither Seller nor any members of the Member has Seller have granted any Person other than the Buyer any right (including, but not limited to, any right of first refusal) or option to purchase or otherwise acquire any of the Acquired Assets, and there exists no agreement or contract with respect to any such purchase or acquisition. The Seller’s federal employer identification number (FEIN) is as written set forth on the signature page hereofSchedule 3.1.