Common use of Seller’s Authorization Clause in Contracts

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 5 contracts

Samples: Real Estate Purchase and Sale Agreement (Capital Lease Funding Inc), Real Estate Purchase and Sale Agreement (Capital Lease Funding Inc), Real Estate Purchase and Sale Agreement (Capital Lease Funding Inc)

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Seller’s Authorization. Seller Seller: (a) is duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform all of its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 4 contracts

Samples: Purchase and Sale Agreement (NTS Realty Holdings Lp), Purchase and Sale Agreement (NTS Realty Holdings Lp), Purchase and Sale Agreement (Pennsylvania Real Estate Investment Trust)

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of the State of its State of organization and and, to the extent required by Law, each State in which the a Property is located, (b) is authorized to consummate the Transaction and fulfill all of its respective obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective termsSeller. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the any material violation of any Law or any provision of the organizational documents of Seller or will conflict in any material way with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.), Purchase and Sale Agreement (Inland American Real Estate Trust, Inc.)

Seller’s Authorization. Seller (a) was formed and is duly organized (or formed), validly existing and in good standing under the laws of its State state of organization formation and the State state in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation obligations of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder thereunder, will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Umh Properties, Inc.), Purchase and Sale Agreement (Umh Properties, Inc.)

Seller’s Authorization. Seller (a) is duly organized (or formed)organized, validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law law or any provision of the articles of organization or by-laws of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 2 contracts

Samples: Purchase and Sale Agreement, Purchase and Sale Agreement (Hemispherx Biopharma Inc)

Seller’s Authorization. Seller is (a) is duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of 12 Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law law or any provision of the articles of incorporation and by-laws of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Prudential Realty Acquisition Fund Ii Lp)

Seller’s Authorization. Seller (a) is duly organized (or formed)organized, validly existing and in good standing under the laws of its State of organization and and, if applicable, the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporate action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law law or any provision of the articles of organization or by-laws of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Hemispherx Biopharma Inc)

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its the State of organization and the State in which the Property is locatedTexas, (b) is authorized to consummate the Transaction Transactions and fulfill all of its obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (cb) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Income Trust, Inc.)

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Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and limited liability company in good standing under the laws Laws of its the State of organization Florida, its status is active and the State in which the Property is located, (b) it is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder Closing Documents to be executed by Seller, and (cb) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, and to perform its all of Seller’s obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder Closing Documents to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Global Income Trust, Inc.)

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the laws Laws of its State the Commonwealth of organization and the State in which the Property is locatedMassachusetts, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller Seller, and to perform all of its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller Seller, have been duly authorized by all requisite partnership, corporate or other required action on the part of Seller and are the valid and legally binding obligation of Seller Seller, enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller Seller, nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law or any provision of the organizational documents of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Athenahealth Inc)

Seller’s Authorization. Seller (a) is duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite limited liability company action on the part of Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law law or any provision of the limited liability company operating agreement or articles of organization of Seller or will conflict with any order or decree of any court or governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)

Seller’s Authorization. Seller is (a) is duly organized (or formed), validly existing and in good standing under the laws of its State of organization and the State in which the Property is located, (b) is authorized to consummate the Transaction and fulfill all of its obligations hereunder and under all documents contemplated hereunder to be executed by Seller, and (c) has all necessary power to execute and deliver this Agreement and all documents contemplated hereunder to be executed by Seller and to perform its obligations hereunder and thereunder. This Agreement and all documents contemplated hereunder to be executed by Seller have been duly authorized by all requisite corporation action on the part of the Seller and are the valid and legally binding obligation of Seller enforceable in accordance with their respective terms. Neither the execution and delivery of this Agreement and all documents contemplated hereunder to be executed by Seller nor the performance of the obligations of Seller hereunder or thereunder will result in the violation of any Law law or any provision of the articles of incorporation and by-laws of Seller or will conflict with any order or decree of any court or of governmental instrumentality of any nature by which Seller is bound.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Omni Financial Services, Inc.)

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