Existence of Seller. The Seller is a limited partnership duly organized, validly existing and in good standing under the laws of the State of Delaware and has full power and authority under such laws to enter into and perform its obligations hereunder. The execution, delivery and performance of this Agreement by the Seller and the consummation by the Seller of the transactions contemplated hereby have been duly authorized by all necessary limited partnership action on the part of the Seller.
Existence of Seller. Seller agrees to maintain its corporate existence and agrees not to take any action to approve or effect a dissolution before the later of the Release Date or the resolution of any Purchaser Claims under the Escrow Agreement.
Existence of Seller. The Seller shall not, and the Stockholders shall not permit Seller to or otherwise take any action authorizing Seller to, merge, consolidate, convert, liquidate, dissolve or otherwise wind up its business for a period equal to the longer of (i) five (5) years following the Closing Date and (ii) the term of the Stock Escrow Agreement.
Existence of Seller. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas.
Existence of Seller. Seller shall remain in existence and in good standing until the later of (i) the expiration of the Survival Period, or (ii) the final and conclusive resolution of all Claims and any dispute regarding this Agreement.
Existence of Seller. Seller shall remain in existence and in good standing in the State of Delaware until the Final Purchase Price shall have been finally determined in accordance with Section 1.02(c) (the “Determination Date”); provided that in the event a Deficiency Amount is owed and payable to Purchaser pursuant to Section 1.02(c)(v), Seller’s obligation to remain in existence in accordance with this Section 5.22 shall survive until the date that is 180 days after the Deficiency Amount (including any accrued interest pursuant to Section 1.02(c)(v)) is fully paid. As security for any payment obligation of Seller under Section 1.02(c)(v), Seller shall maintain cash funds of at least $2,500,000 that are available to pay the Deficiency Amount, for the period of time between the Closing Date and (i) the Determination Date or (ii) in the event a Deficiency Amount is owed and payable to Purchaser pursuant to Section 1.02(c)(v), the date on which the Deficiency Amount (including any accrued interest pursuant to Section 1.02(c)(v)) is fully paid.
Existence of Seller. Seller will remain in existence for not less than twelve (12) months following the Closing Date and will maintain a net worth of not less than $1 million during that time.
Existence of Seller. 16 Section 2.2 Authority......................................................................................16 Section 2.3 No Conflicts...................................................................................17 Section 2.4 Reserved.......................................................................................18 Section 2.5 Financial Statements...........................................................................18 Section 2.6
Existence of Seller. Seller is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of New York, and has full limited partnership power and authority to occupy, operate and maintain the Facility as and to the extent now conducted and to own, use, lease, occupy and/or operate the Assets as and to the extent now conducted. Seller is duly qualified or licensed to do business as a foreign limited partnership and is in good standing in each jurisdiction in which the Assets make such qualification necessary, except in each case in those jurisdictions where the failure to be so duly qualified or licensed and in good standing would not create a Material Adverse Effect. Seller has heretofore made available to WTI complete and correct copies of its Certificate of Limited Partnership and Limited Partnership Agreement, as currently in effect.
Existence of Seller. Seller agrees to maintain its corporate existence and not liquidate or dissolve for so long as any Purchase Consideration may be paid to Seller. In no event will Seller transfer, sell or distribute any right to the Purchase Consideration, by operation of law or otherwise.
