Organization of Seller. Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 5 contracts
Samples: Membership Interest Purchase Agreement, Membership Interest Purchase Agreement (Extra Space Storage Inc.), Membership Interest Purchase Agreement (Extra Space Storage Inc.)
Organization of Seller. Seller is a limited liability company, company that is duly organized, validly existing existing, and in good standing under the Laws of the State state of Delaware. Seller has full , the entire limited liability company power membership interest of which is held directly or indirectly by Alpha. Seller is duly qualified and authority in good standing to execute and deliver this Agreement and do business in each jurisdiction in which the nature of the business conducted by it or the ownership or leasing of its properties makes such qualification necessary, except where the failure to perform qualify would not have a material adverse effect on Seller or its obligations hereunder and ability to consummate the transactions contemplated herebyby this Agreement.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.), Purchase and Sale Agreement (Natural Resource Partners Lp), Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Organization of Seller. Seller is a limited liability company, company duly organizedformed, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 3 contracts
Samples: Purchase Agreement (Tanger Properties LTD Partnership /Nc/), Asset Purchase Agreement (Chyron Corp), Purchase Agreement (Tanger Factory Outlet Centers Inc)
Organization of Seller. Seller is a limited liability companypartnership, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (TGT Pipeline LLC), Purchase and Sale Agreement (Boardwalk Pipelines LLC)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller Delaware and has full all requisite limited liability company partnership power and authority to execute own, operate and deliver this Agreement lease its properties and assets and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as now conducted.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (SemGroup Energy Partners, L.P.), Purchase and Sale Agreement (SemGroup Energy Partners, L.P.)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws laws of the State of DelawareDelaware and is duly qualified and in good standing as a foreign limited partnership in the States of Indiana and Pennsylvania. Seller has full limited liability company partnership power and authority, or will have full partnership power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate upon consummation of the transactions contemplated herebyby the Exchange Agreement (the "Exchange Transaction"), to own or lease and to operate and use the Purchased Assets and to carry on the business of the Stations as now conducted."
Appears in 2 contracts
Samples: Asset Purchase Agreement (SFX Broadcasting Inc), Asset Purchase Agreement (SFX Broadcasting Inc)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Ugi Corp /Pa/), Purchase and Sale Agreement (Ugi Corp /Pa/)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller Delaware and has full all requisite limited liability company power and authority to execute own, operate and deliver this Agreement lease its properties and assets and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as now conducted.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Antero Resources LLC), Stock Purchase Agreement (Antero Resources Finance Corp)
Organization of Seller. Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 2 contracts
Samples: Partitioned License Purchase Agreement, Agreement for Purchase and Sale of FCC Licenses (Triton PCS Holdings Inc)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shares.
Appears in 2 contracts
Samples: Stock Purchase Agreement (TPG Partners Lp), Stock Purchase Agreement (Blackstone Capital Partners Ii Merchant Banking Fund Et Al)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has , with full limited liability company power and authority to execute and deliver enter into this Agreement and to perform its obligations hereunder hereunder. Seller has full corporate power and authority to own or lease and to consummate operate and use the transactions contemplated herebyPurchased Assets and to carry on the Business as now conducted.
Appears in 1 contract
Samples: Asset Purchase Agreement (Mediware Information Systems Inc)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Interests.
Appears in 1 contract
Samples: Beneficial Interest Purchase Agreement (Lease Investment Flight Trust)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company corporate power and authority to execute and deliver this Agreement and the Transaction Documents and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby, including without limitation to own, hold, sell and transfer (pursuant to this Agreement) the Shares.
Appears in 1 contract
Organization of Seller. Seller is a limited liability companypartnership, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company all requisite power and authority to execute own, lease and deliver this Agreement operate its properties, rights, and assets and to perform carry on its obligations hereunder and business as now being conducted. Seller is not qualified to consummate the transactions contemplated herebytransact business as a foreign limited partnership in any other jurisdiction. Xx. Xxxxxxxxx is Seller’s sole General Partner.
Appears in 1 contract
Samples: Membership Unit Purchase Agreement (Boston Beer Co Inc)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing existing, and in good standing under the Laws of the State of Delaware. Seller is duly qualified to conduct its business as a foreign entity and is in good standing under the Laws of each jurisdiction where such qualification is required. Seller has full limited liability company the requisite corporate power and authority necessary to execute own, lease, or operate its properties and deliver this Agreement assets and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as presently conducted.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company the corporate power and authority to execute and deliver this Agreement own its property and to perform carry on its obligations hereunder business as now being conducted and as proposed to consummate the transactions contemplated herebybe conducted.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, company duly organized, organized and validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has full limited liability company all corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and Seller has full corporate power and authority to perform its obligations hereunder and to consummate conduct the transactions contemplated herebyBusiness as such business is now being conducted.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, duly organized, company validly existing and in good standing full force and effect under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, duly organized, company validly existing and in good standing under the Laws laws of the State state of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Ecolocap Solutions Inc.)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing existing, and in good standing under the Laws of the State of Delaware. Seller has full limited liability company power is duly qualified and authority in good standing to execute conduct business in Kentucky, Tennessee, Alabama, Virginia and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyWest Virginia.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company the corporate power and authority to execute and deliver this Agreement own its properties and to perform carry on its obligations hereunder business as now being conducted. Seller is duly qualified to do business and is in good standing in each jurisdiction in which failure to consummate be so qualified would have a material adverse effect on the transactions contemplated herebyAssets or Business (hereinafter referred to as a "Material Adverse Effect").
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation or other entity duly organized, validly existing existing, and in good standing under the Laws laws of the State of Delaware. Seller , and has full limited liability company all requisite power and authority to execute and deliver this Agreement hold its assets, conduct its activities as currently conducted and to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing existing, and in good standing under the Laws of the State state of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Alpha Natural Resources, Inc.)
Organization of Seller. Seller is a limited liability company, corporation duly organized, organized and validly existing under the laws of the State of Delaware and is in good standing under the Laws of the State of Delawaresuch laws. Seller has full limited liability company the corporate power to own, lease and authority to execute operate its assets and deliver this Agreement property and to perform carry on its obligations hereunder and to consummate the transactions contemplated hereby.business as is now being conducted,
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company all requisite corporate power and authority to execute own and deliver this Agreement use the properties owned and used by it and to perform carry on its obligations hereunder business as currently conducted. Seller is duly qualified or licensed to do business and in good standing in each jurisdiction in which the failure to consummate the transactions contemplated herebybe so qualified or licensed would have a Material Adverse Effect.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing existing, and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power is duly authorized to conduct business and authority is in good standing under the laws of each jurisdiction where such qualification is required, except those jurisdictions where the failure to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyqualify would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Meridian Waste Solutions, Inc.)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller , and has full limited liability company corporate power and authority to execute and deliver this Agreement conduct the Business as and to perform its obligations hereunder the extent now conducted and to consummate own, use and lease the transactions contemplated herebyAssets.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company the corporate power and authority to execute and deliver this Agreement own its properties and to perform carry on its obligations hereunder business as now being conducted. Seller is duly qualified to do business and is in good standing in each jurisdiction in which failure to consummate be so qualified would have a material adverse effect on the transactions contemplated herebyAssets or the Product Line (hereinafter referred to as a "Material Adverse Effect").
Appears in 1 contract
Samples: Asset Purchase Agreement (Interlink Computer Sciences Inc)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing existing, and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Natural Resource Partners Lp)
Organization of Seller. Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws of the State of Delaware. Delaware and duly qualified, authorized, registered, or licensed and in good standing to carry on the performance of the Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate Services as conducted on the transactions contemplated herebyExecution Date.
Appears in 1 contract
Samples: Purchase and Sale Agreement (ProPetro Holding Corp.)
Organization of Seller. Seller is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller Delaware and has full limited liability company all requisite partnership power and authority to execute own, operate and deliver this Agreement lease its properties and assets and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as now conducted.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Targa Resources Partners LP)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has full limited liability company all requisite corporate power and authority to execute and deliver this Agreement own the Shares and to perform conduct its obligations hereunder business as it is presently being conducted except where failure to be so organized, existing and in good standing or to consummate the transactions contemplated herebyhave such power and authority would not have a Seller Material Adverse Effect.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller has full limited liability company organizational power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby, including without limitation, to sell and transfer (pursuant to this Agreement) the Securities.
Appears in 1 contract
Samples: Purchase Agreement (American Real Estate Partners L P)
Organization of Seller. Seller (A) is a limited liability company, partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller , (B) has full limited liability company power and authority to execute own or lease its properties and deliver this Agreement assets and to perform carry on its obligations hereunder business as presently conducted and (C) is duly qualified to consummate do business and is in good standing in every jurisdiction in which the transactions contemplated herebycharacter of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Altisource Residential Corp)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller , and has full limited liability company the requisite power and authority to execute own or lease all of the Assets to be Acquired, to own and deliver operate the Business, to carry on its businesses now conducted, to enter into this Agreement and to perform its obligations hereunder the terms of this Agreement and all other documents and agreements to consummate the transactions contemplated herebybe delivered by Seller in accordance or in connection with this Agreement.
Appears in 1 contract
Samples: Asset Purchase Agreement (Aquis Communications Group Inc)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full is duly qualified to do business as a foreign limited liability company power and authority is in good standing under the laws of each state or other jurisdiction in which either the ownership or use of the properties owned or used by it, or the nature of the activities conducted by it, requires such qualification, except where failure to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyso qualify does not have a Material Adverse Effect or materially impair Seller’s performance hereunder.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement own or lease and to perform its obligations hereunder operate and use the Equipment and to consummate carry on the transactions contemplated herebyoperations of the Division as presently conducted.
Appears in 1 contract
Organization of Seller. Seller (A) is a limited liability company, company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Seller , (B) has full limited liability company power and authority to execute own or lease its properties and deliver this Agreement assets and to perform carry on its obligations hereunder business as presently conducted and (C) is duly qualified to consummate do business and is in good standing in every jurisdiction in which the transactions contemplated herebycharacter of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Altisource Residential Corp)
Organization of Seller. Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. There is no pending or, to Seller’s knowledge, threatened action, suit, arbitration, mediation, investigation or similar proceeding (an “Action”) against Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate for the transactions contemplated herebydissolution, liquidation, bankruptcy, insolvency, reorganization, moratorium or other similar proceeding.
Appears in 1 contract
Samples: Common Unit Purchase and Sale Agreement (Blackstone Holdings III L.P.)
Organization of Seller. Seller is a limited liability company, corporation duly organized, organized and validly existing under the laws of the State of Delaware and is in good standing under the Laws of the State of Delawaresuch laws. Seller has full limited liability company the corporate power to own, lease and authority to execute operate its assets and deliver this Agreement property and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as is now being conducted.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company all requisite corporate power and authority to execute own and deliver this Agreement use the properties owned and used by it and to perform carry on its obligations hereunder business as currently conducted. Seller is duly qualified or licensed to do business and in good standing in each jurisdiction in which the failure to consummate the transactions contemplated herebybe so qualified or licensed would have a Material Adverse Effect.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, an entity duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has full limited liability company all requisite corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyunder this Agreement.
Appears in 1 contract
Organization of Seller. Seller is a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herebyTransaction.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Extra Space Storage Inc.)
Organization of Seller. Seller is has been duly organized as a limited liability company, duly organized, and is validly existing and in limited liability company and tax good standing standing, under the Laws laws of the State of Delaware. Seller has full limited liability company corporate power and authority (or its equivalent) to execute and deliver enter into this Agreement and the other Transaction Documents to which Seller is a Party and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder.
Appears in 1 contract
Samples: Agreement and Plan of Acquisition (Brooklyn ImmunoTherapeutics, Inc.)
Organization of Seller. Seller is a limited liability company, company duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated hereby.
Appears in 1 contract
Samples: Stock Purchase Agreement (Mayville Engineering Company, Inc.)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws laws of the State of Delaware. Seller has full limited liability company corporate power and corporate authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to execute and deliver this Agreement and enable it to perform its obligations hereunder and to consummate own or otherwise hold the transactions contemplated herebyShares.
Appears in 1 contract
Samples: Stock Purchase Agreement (McGraw-Hill Companies Inc)
Organization of Seller. The Seller is a limited liability company, corporation duly organized, validly existing existing, and in good standing under the Laws laws of the State of Delaware. Seller Delaware and has full limited liability company all requisite corporate power and authority to execute and deliver carry on its business as it is presently being conducted. Furthermore, the Seller has authority to enter into this Agreement Agreement, and to carry out and perform its obligations hereunder the terms and to consummate the transactions contemplated herebyprovisions of this Agreement. Seller has no subsidiaries and has no direct or indirect interest (other than as a creditor under accounts receivable), either by way of stock ownership or otherwise, in any other firm, corporation, association, or business enterprise.
Appears in 1 contract
Samples: Warrant Agreement (Celebrity Entertainment Group Inc)
Organization of Seller. Seller is a limited liability company, corporation duly organized, validly existing and in good standing under the Laws of the State state of Delaware. Seller has full limited liability company the corporate power and authority to execute and deliver this Agreement own its properties and to perform carry on its obligations hereunder and to consummate the transactions contemplated herebybusiness as currently conducted.
Appears in 1 contract