Formation, Good Standing and Authority. Buyer is a limited liability company duly organized, validly existing and in good standing under the laws of Delaware. This Agreement constitutes, and all documents and instruments contemplated hereby to be executed by Buyer constitute the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms subject to all applicable bankruptcy and other similar laws of general application with respect to creditors.
Formation, Good Standing and Authority. Buyer is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. The execution and delivery of this Agreement by Buyer and all agreements and documents contemplated hereby to be executed by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by Buyer and no other actions on the part of Buyer are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer do not, and the performance of Buyer’s obligations (a) hereunder will not, as of the date hereof and as of the Closing, and (b) under the documents contemplated hereby to be executed by Buyer will not as of the Closing, (i) violate, or be in conflict with, any provision of Buyer’s governing documents (ii) materially violate or be in conflict on any material respect with or any provision of any agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to Buyer. This Agreement, and all documents and instruments contemplated hereby to be executed by Buyer, constitute legal, valid and binding obligations of Buyer in accordance with their respective terms, enforceable against Buyer in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.
Formation, Good Standing and Authority. Each of Solectron and Brocade represents and warrants to the other that it is a company duly formed, validly existing and in good standing under the laws of its jurisdiction and that this Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other) constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Formation, Good Standing and Authority. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Delaware. The execution and delivery of this Agreement by Buyer and all agreements and documents contemplated hereby to be executed by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by Buyer and no other actions on the part of Buyer are required to authorize this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by Buyer does not, and the performance of Buyer’s obligations hereunder will not, as of the date hereof and as of the Closing, violate, or be in conflict with, any material provision of Buyer’s governing documents or any provision of any agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to Buyer. This Agreement, and all documents and instruments contemplated hereby to be executed by Buyer, constitute legal, valid and binding obligations of Buyer in accordance with their respective terms, enforceable against Buyer in accordance with their respective terms, subject to all applicable bankruptcy and other similar laws of general application with respect to creditors.
Formation, Good Standing and Authority. Each of Suntech and Licensor represents and warrants to the other that it is a company duly formed, validly existing and in good standing under the laws of its jurisdiction and that this Agreement has been duly executed and delivered by it, and (assuming due authorization, execution and delivery by the other) constitutes a legal, valid and binding obligation of it, enforceable against it in accordance with its terms, subject to (i) laws of general application relating to bankruptcy, insolvency and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies.
Formation, Good Standing and Authority. Buyer is a limited liability company duly formed, validly existing and in good standing under the laws of the state of Nevada. This Agreement constitutes, and all documents and instruments contemplated hereby to be executed by Buyer constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Formation, Good Standing and Authority. 22 6.5 Liability for Broker’s Fees 22 6.6 Financial Resources 22 6.7 Bankruptcy 22 7. TITLE 22 7.1 Title Defects 22 7.2 Additional Interests 23 7.3 Notices 23 7.4 Adjustments to Base Purchase Price 24 7.5 Deductible for Title Defects 25 7.6 Termination 26 8.1 Acceptance of Environmental Condition 26 8.2 NORM 26 8.3 Environmental Indemnities 27 THIRD-PARTY PREFERENTIAL PURCHASE RIGHTS AND CONSENTS 28 9.1 Third Party Notices 28 9.2 Third-Party Exercise 28 9.3 Third-Party Failure to Purchase 28 CONDITIONS TO CLOSING; Settlement Statement; CLOSING 28 10.1 Seller’s Conditions to Closing 29 10.2 Buyer’s Conditions to Closing 30 10.3 Closing Settlement Statement 30 10.4 Closing Date and Place 31 10.5 Closing Activities 31 POST-CLOSING OBLIGATIONS 32 11.1 Recordation and Filing of Documents 32 11.2 Records 32 11.3 Post-Closing Statement 32 11.4 Suspense Accounts 33 11.5 Non-Compete 33 8. ENVIRONMENTAL AND ENVIRONMENTAL INDEMNITY 26 9. 10. 11. 11.6 Further Assurances 34 12. TAXES 35 12.1 Property Taxes 35 12.2 Production Taxes 35 12.3 Other Taxes 36 12.4 Cooperation 36 13. OWNERSHIP OF ASSETS 36 13.1 Distribution of Production 36 13.2 Proration of Income and Expenses 36 13.3 Notice to Remitters of Proceeds 37 13.4 Imbalances 37 13.5 Pipeline and Other Non-Wellhead Imbalances 37 14. INTERIM OPERATIONS 38 14.1 Standard of Care 38 14.2 Third-Party Notifications 39 15. EXCHANGE PROVISION 39 16. ASSUMPTION OF LIABILITY AND GENERAL INDEMNIFICATION 39 16.1 Definitions 39 16.2 Buyer’s Assumption of Obligations 40 16.3 Buyer’s General Indemnity 42 16.4 Seller’s General Indemnity 42 16.5 Limitation on Indemnification 44 16.6 Further Limitation on Indemnification 44 16.7 Indemnification Procedures 44 17. CASUALTY LOSS 45 18. NOTICES 46 19. TERMINATION 47 19.1 Termination 47 19.2 Liabilities Upon Termination; Deposit Amount 47 20. MISCELLANEOUS 48 20.1 Entire Agreement 48 20.2 Survival 48 20.3 Selected Arbitration 49 20.4 Choice of Law 49 20.5 Assignment 49 20.6 No Admissions 50 20.7 Waivers and Amendments 50 20.8 Counterparts 50 20.9 Third-Party Beneficiaries 50 20.10 Specific Performance 50 20.11 Public Communications 50 20.12 Headings 51 20.13 Expenses 51 20.14 Waiver of Consumer and Other Rights 51 Exhibit “A” – Schedule of Leases Exhibit “A-1” – Location Map Exhibit “B” – Schedule of Xxxxx Exhibit “C” – Allocated Values Exhibit “D” – Conveyance Exhibit “E” – Letter Agreement Amendment Schedule 5.5 – Taxes Schedule 5.6 – Material Contracts Schedule 5.7 – Litigation Schedul...
Formation, Good Standing and Authority. Buyer is a corporation formed, validly existing and in good standing under the laws of the state of Oklahoma. This Agreement constitutes, and all documents and instruments contemplated hereby to be executed by Buyer constitute, the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms.
Formation, Good Standing and Authority. Buyer is a limited partnership duly formed, validly existing and in good standing under the Laws of the State of Delaware. Buyer is qualified or licensed to do business in each jurisdiction that requires such qualification or license based on the character or location of its assets or properties (whether owned, leased or licensed) or the nature of its business. The execution and delivery of this Agreement by Buyer and all agreements and documents contemplated hereby to be executed by Buyer, and the consummation by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by Buyer and no other actions on the part of Buyer are required to authorize this Agreement and the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Buyer and all agreements and documents contemplated hereby to be executed by Buyer do not, and the performance of Buyer’s obligations hereunder and thereunder will not, (i) violate, or be in conflict with, any provision of Buyer’s governing documents and (ii) materially violate, or be in conflict in any material respect with, any provision of any agreement, instrument, judgment, decree, order, statute, rule or regulation applicable to Buyer. This Agreement, and all documents and instruments contemplated hereby to be executed by Buyer, constitute legal, valid and binding obligations of Buyer in accordance with their respective terms, enforceable against Buyer in accordance with their respective terms, subject to all applicable bankruptcy and other similar Laws of general application with respect to creditors.
Formation, Good Standing and Authority. Buyer is a corporation duly formed, validly existing and in good standing under the laws of the state of Delaware and is, or will be prior to Closing, duly qualified and in good standing in the State of Texas. Buyer has all requisite power and authority to enter into this Agreement and the Conveyances and to perform its obligations under this Agreement. This Agreement is, and the Conveyances when executed and delivered by Buyer will be, the valid and binding obligation of Buyer, enforceable against Buyer in accordance with their respective terms, subject to the effects of bankruptcy, insolvency, reorganization, moratorium, and similar laws, as well as to principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). There are no bankruptcy, reorganization, or receivership proceedings pending, being contemplated by or, to Buyer’s Knowledge, threatened in writing against Buyer.
