Seller Existence Sample Clauses
The Seller Existence clause serves to confirm that the seller is a legally established and validly existing entity at the time of entering into the agreement. Typically, this clause requires the seller to represent and warrant that it has been duly organized and is in good standing under the laws of its jurisdiction, which may involve providing documentation such as certificates of incorporation or good standing. Its core practical function is to assure the buyer that the seller has the legal capacity to enter into and perform its obligations under the contract, thereby reducing the risk of disputes over the seller’s legal status.
Seller Existence. Seller has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.
Seller Existence. Each Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland.
Seller Existence. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Michigan.
Seller Existence. Following the consummation of the transactions contemplated by this Agreement, and during any period for which the TSA remains in effect, Seller shall remain a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware with full limited liability company power and authority to perform its obligations hereunder.
Seller Existence. Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of California.
Seller Existence. Trust Seller has been duly organized and is validly existing as a statutory trust in good standing under the laws of the State of Delaware. As of the Effective Date, REIT Seller has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland.
Seller Existence. For a period of 15 months following the Closing Date, Seller agrees to maintain its corporate existence and keep available sufficient assets to satisfy its indemnity obligations hereunder. Immediately following the Closing, the Seller Entities will change their corporate names to remove “Laser Design” and “GKS” from such names and the Seller Entities and their Affiliates will cease using such names and their trademarks, including in printed materials, signage, websites or similar identifying materials.
Seller Existence. Seller is a duly formed, validly existing entity, and is in good standing under the laws of the jurisdiction of its formation. Seller has the requisite power, authority and legal right to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by Seller of this Agreement and all other Transaction Documents have been duly authorized by all necessary action on the part of Seller. This Agreement has been, and the other Transaction Documents have been or will be, duly executed and delivered by Seller, and this Agreement constitutes, and the other Transaction Documents do or will when executed and delivered constitute, the legal, valid and binding obligations of Seller, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by bankruptcy laws and other similar laws affecting creditors' rights generally, and except that the remedy of specific performance and injunctive relief and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.
Seller Existence. MortgageIT has been duly organized and is validly existing as a corporation in good standing under the laws of the State of New York. Holdings has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Maryland.
Seller Existence. Quicken Loans has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Michigan. One Reverse has been duly organized and is validly existing as a limited liability company in good standing under the laws of the State of Delaware.