Formation, Etc. of Seller Sample Clauses

Formation, Etc. of Seller. Seller is a limited liability company duly formed, validly existing and in good standing under the laws of the State of South Carolina, and has the requisite corporate power and authority to own and operate the Transferred Assets as presently conducted, to execute and deliver this Agreement and all of the other agreements and instruments to be executed and delivered by Seller pursuant hereto, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. Seller is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the character of the properties that it owns, operates or leases or the nature of its activities makes such qualification or licensure necessary, except where the failure to be so qualified or licensed would not reasonably be expected to have a Material Adverse Effect.
Sample 1
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Related to Formation, Etc. of Seller

  • Organization of Seller The Seller is a corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction of its incorporation.

  • Certificate of Seller Seller shall have provided Purchaser a certificate, substantially in the form attached hereto as Exhibit C, signed by an authorized officer of Seller dated as of such date, applicable to the transactions contemplated by this Agreement, to the effect that: (a) each of Seller’s representations and warranties made in this Agreement and each other Transaction Document to which Seller is a party is true and correct in all material respects as of such date; (b) all of the terms, covenants, conditions and obligations of this Agreement and each other Transaction Document to which Seller is a party that are required to be complied with and performed by Seller at or prior to the Closing Date have been duly complied with and performed in all material respects; (c) the conditions set forth in Section 9.04 and Section 9.05 have been satisfied; and (d) as of the Closing Date, Seller has a Consolidated Tangible Net Worth of at least the sum of (x) $250,000,000 and (y) 50% of the proceeds from any issuance of equity on or after the date hereof by Seller, Nationstar Mortgage Holdings Inc. or any of Seller’s consolidated subsidiaries, and the Seller (considered together with the Seller’s consolidated subsidiaries) is not in default in any indebtedness in excess of $10,000,000 (individually or in the aggregate).

  • Seller For each Mortgage Loan, the seller of such Mortgage Loan pursuant to the Mortgage Loan Purchase Agreement.

  • INFORMATION OF SELLER SELLER shall not provide any proprietary information to LOCKHEED XXXXXX without prior execution of a proprietary information agreement by the parties.

  • Status of Seller The Seller is not an “investment company” within the meaning of the Investment Company Act of 1940, as amended. The Seller is not subject to regulation as a “holding company”, an “affiliate” of a “holding company”, or a “subsidiary company” of a “holding company”, within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Buyer (Buyer) will take title 16 to the Property described below as Joint Tenants Tenants In Common Other .

  • Company Formation The Company has been formed as a limited liability company under and pursuant to the Act. The Managers shall file the Certificate and all other such instruments or documents and shall do or cause to be done all such filing, recording, or other acts, as may be necessary or appropriate from time to time to comply with the requirements of law for the formation and/or operation of a limited liability company in the State of Delaware. The Managers may also direct that the Company be registered or qualified to do business in other jurisdictions.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Closing Deliveries of Seller At the Closing, Seller shall deliver to Purchaser: (a) Xxxx of Sale. A xxxx of sale, substantially in the form attached hereto as Exhibit C (the “Xxxx of Sale”), duly executed by Seller; and

  • Liability of Seller Seller shall be liable in accordance herewith only to the extent of the obligations in this Agreement specifically undertaken by Seller and the representations and warranties of Seller.

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