Organization of Purchaser. Purchaser is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Icahn Carl C Et Al), Stock Purchase Agreement (Brooke Group LTD)
Organization of Purchaser. Purchaser is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including including, without limitation limitation, to buy (pursuant to this Agreement) the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Vector Group LTD), Stock Purchase Agreement (Icahn Carl C Et Al)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Purchaser is duly authorized to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Shares.
Appears in 2 contracts
Samples: Purchase and Sale Agreement, Purchase and Sale Agreement
Organization of Purchaser. Purchaser is a limited partnership liability company duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized has full organizational power and authority to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) Agreement the SharesNotes.
Appears in 2 contracts
Samples: Note Purchase Agreement (Icahn Carl C Et Al), Note Purchase Agreement (American Real Estate Partners L P)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organized, validly existing existing, and in good standing under the Laws laws of the State of Delaware. Purchaser is duly authorized , with all requisite power and authority to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Sharescarry on its business.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Western Power & Equipment Corp), Merger Agreement (Western Power & Equipment Corp)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organized, validly legally existing and in good standing under the Laws laws of Delaware and has full limited liability company power and authority to own or lease and to operate and use its properties and assets and to carry on its business as now conducted. Prior to the date hereof, true and complete copies of the State certificate of Delaware. formation and operating agreement of Purchaser is duly authorized have been delivered to execute the Company, and deliver this Agreement and such documents have not been amended to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Sharesdate.
Appears in 1 contract
Organization of Purchaser. Purchaser is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized has full authority to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including including, without limitation limitation, to buy (pursuant to this Agreement) the Shares.
Appears in 1 contract
Organization of Purchaser. Purchaser is a limited partnership liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Purchaser is duly authorized Delaware and has all requisite power and authority to execute and deliver this Agreement own the Shares and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Sharesconduct its business as it is presently being conducted.
Appears in 1 contract
Organization of Purchaser. Purchaser is a limited partnership liability company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Purchaser is duly authorized Delaware and has the full power and authority to execute and deliver enter into this Agreement and the other agreements and instruments referred to perform in this Agreement that Purchaser is executing and delivering (the “Purchaser's obligations hereunder ’s Additional Agreements”; together with the Seller’s Additional Agreements, the “Additional Agreements”) and to consummate carry out the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Shareshereby and thereby.
Appears in 1 contract
Samples: Asset Purchase Agreement (Alloy Inc)
Organization of Purchaser. Purchaser is a limited partnership duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized has full organizational power and authority to execute and deliver this Agreement and to perform Purchaser's ’s obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) Agreement the SharesMembership Interest and issue to Seller in consideration therefore the AREP Units.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Real Estate Partners L P)
Organization of Purchaser. Purchaser is a limited partnership duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized has full organizational power and authority to execute and deliver this Agreement and to perform Purchaser's ’s obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) Agreement the SharesSecurities and issue to Seller in consideration therefore the AREP Units.
Appears in 1 contract
Samples: Purchase Agreement (American Real Estate Partners L P)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organizedformed, validly existing existing, and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized Delaware with full power to execute and deliver this Agreement own or lease its properties and to perform Purchaser's obligations hereunder conduct its business in the manner and to consummate in the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Sharesplaces where such properties are owned or leased or such business is conducted by it.
Appears in 1 contract
Samples: Asset Purchase Agreement (Blonder Tongue Laboratories Inc)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser is duly authorized has full organizational power and authority to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) Agreement the SharesMembership Interest.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Real Estate Partners L P)
Organization of Purchaser. Purchaser is a limited partnership liability company duly organizedformed, validly existing and in good standing under the Laws of the State of Delaware. Purchaser Delaware and is duly authorized qualified to execute and deliver this Agreement and to perform Purchaser's obligations hereunder and to consummate do business in each jurisdiction where the transactions contemplated hereby, including without limitation to buy (pursuant to this Agreement) the Sharesnature of its business requires such qualification.
Appears in 1 contract
Samples: Membership Interest Purchase and Sale Agreement (Huron Consulting Group Inc.)