Representations Concerning Seller. (i) Seller is a limited partnership duly formed, validly existing and in good standing under the laws of the State of Delaware. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms;
Representations Concerning Seller. (i) Seller is a corporation duly formed, validly existing and in good standing under the laws of Florida. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms; (ii) There are no actions, suits or proceedings pending or, to the knowledge of Seller, threatened, against or affecting Seller which, if determined adversely to Seller, would adversely affect its ability to perform its obligations hereunder. Seller has not (a) made a general assignment for the benefit of creditors, (b) filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition of Seller’s creditors, (c) suffered the appointment of a receiver to take possession of all, or substantially all, of Seller’s assets, (d) suffered the attachment or other judicial seizure of all, or substantially all, of Seller’s assets, (e) admitted in writing it inability to pay its debts as they come due or (f) made an offer of settlement, extension or composition to its creditors generally. Seller has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement; (iii) Neither the execution, delivery or performance of this Agreement nor compliance herewith (a) conflicts or will conflict with or results or will result in a breach of or constitutes or will constitute a default under (1) the organizational documents of Seller, (2) to the best of Seller’s knowledge, any law or any order, writ, injunction or decree of any court or governmental authority, or (3) any agreement or instrument to which Seller is a party or by which it is bound or (b) results in the creation or imposition of any lien, charge or encumbrance upon its property pursuant to any such agreement or instrument; (iv) No authorization, consent, or approval of any governmental authority (including courts) is required for the execution and delivery by Seller of this Agreement or the performance of its obligations hereunder; (v) Seller is not a “foreign person” or “disregarded” entity” as defined in Section 1445 of the Code; Seller’s taxpayer identification number is 00-000-00-00;
Representations Concerning Seller. The representations and warranties concerning Seller in Section 3.1:
Representations Concerning Seller. (i) Seller is a duly organized Texas economic development corporation and authorized to enter into this agreement, subject to the Transaction Approval, with the full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder, without contractual conflict, and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement including, without limitation, the Seller Deliveries.
Representations Concerning Seller. (i) Seller is a corporation, duly formed, validly existing and in good standing under the laws of California. Seller has full right, power and authority and is duly authorized to enter into this Agreement, to perform each of the covenants on its part to be performed hereunder and to execute and deliver, and to perform its obligations under all documents required to be executed and delivered by it pursuant to this Agreement including, without limitation, the Seller Deliveries.
Representations Concerning Seller. (i) Each Seller (other than Assignor 2) is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Delaware and is duly registered as a foreign limited liability company in the State of Connecticut. Assignor 2 is a limited liability company duly formed, validly existing and in good standing under the laws of the State of New Hampshire and is duly registered as a foreign limited liability company in the State of Connecticut. The Person(s) executing this Agreement on behalf of each Seller has been duly authorized to do so and this Agreement constitutes the valid and legally binding obligation of such entity, enforceable against such entity in accordance with its terms;
Representations Concerning Seller. (i) Seller is a corporation duly formed, validly existing and in good standing under the laws of Florida. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms;
Representations Concerning Seller. (i) Seller is a corporation, duly formed, validly existing and in good standing under the laws of the State of Michigan. This Agreement constitutes the valid and legally binding obligation of Seller, enforceable against Seller in accordance with its terms;
Representations Concerning Seller. (i) Seller is a corporation duly formed, validly existing and in good standing under the laws of the state of Delaware;
Representations Concerning Seller. Each of the Sellers represents and warrants with respect to itself as follows:
