Common use of SELLERS Clause in Contracts

SELLERS. Seller represents and warrants to Purchaser as follows: 6.2.1. Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Texas. Seller is qualified to do business in Texas, and Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is in compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in the Phase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. Seller is not aware of any facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. To the best of Seller's knowledge, all historical operating information provided to Purchaser is materially accurate.

SELLERS. Seller Each Seller, severally and not jointly, represents and warrants to Purchaser as followsthe following: 6.2.1. Seller (a) It is a corporation duly organized, organized and validly existing and in good standing under the laws of the State of Texas. Seller is qualified Delaware with all necessary corporate power and authority to do business in Texasexecute, deliver and Seller has all requisite authority and power to enter into perform this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. (b) The execution, delivery and performance of this Agreement by it and the other agreements being executed and delivered in connection with this Agreement (the “Transaction Documents”) by it to Buyer have been duly and validly authorized by all necessary corporate action on its part, and this Agreement and the other Transaction Documents constitute its valid and legally binding obligation, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application now or hereafter in effect affecting enforcement of creditors’ rights generally and (ii) general principles of equity. (c) At the Closing, it possesses, and is hereby transferring good and indefeasible title to the Assets to Buyer free and clear of Liens, Claims, interests and Encumbrances, each as defined in the Sale Order, except for Assumed Liabilities, and with all of the protections afforded by, Section 363 of the Bankruptcy Code and Sellers have not sold, transferred, assigned or licensed, in whole or in part, any of the Transferred Intellectual Property Rights. (d) The execution and delivery of this Agreement and the other Transaction Documents to which such Seller is a party and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Sellerhereby will not result in any violation, enforceable or be in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach ofconstitute, with or without notice or the termspassage of time, conditions or provisions of, or constitute a default under, under any provision of such Seller’s certificate of incorporation or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Sellerbylaws, or any indenture, mortgage, lease, agreement Order or other instrument contract to which such Seller is a party or by which it or any of its assets and properties are bound. *** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions (e) Seller has provided true and complete copies of (i) all the Assumed Contracts, (ii) the asset purchase agreement between Vivante GMP Solutions, Inc. and Sellers, (iii) the patent purchase and license agreements between Crucell Holland B.V. and Introgen Therapeutics and (iv) the Restated p53 and K-ras Agreement between Aventis Pharmaceuticals Products Inc., Aventis Pharma S.A. and Introgen Therapeutics and to the knowledge of Sellers, there are no other contracts or agreements, written or oral, enforceable or unenforceable, related to any of the Assets conveyed pursuant agreements set forth in (i) - (iv) of this Section 7.1(e). (f) To the knowledge of Seller, as used in Seller’s business, none of the Transferred Intellectual Property Rights infringes upon, misappropriates, or violates any proprietary rights of third parties. To the knowledge of Sellers, no Person has asserted or threatened to this Agreement may be bound assert any claim with respect to the Transferred Intellectual Property Rights (1) to the effect that the Transferred Intellectual Property Rights, as used in Sellers’ business, infringe or affected; misappropriate, or have infringed or misappropriated, any copyright, patent, trademark, trade secret or other intellectual property right of any other Person or (ii2) violate any law challenging the ownership, validity, enforceability or regulation to which Seller is or will be subject to whereby either them or effectiveness of any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5Transferred Intellectual Property Rights. To the best knowledge of Seller's knowledge, the Seller no Person is in compliance in all material respects with all lawsor is suspected of infringing upon, rulesmisappropriating of have misappropriated or infringed upon, regulationsany copyright, and patent, trademark, trade secret or other legal requirements relating to the prevention intellectual property right of pollution and the protection any of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in the Phase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental LawsAssets. 6.2.6. Seller is not aware of any facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. To the best of Seller's knowledge, all historical operating information provided to Purchaser is materially accurate.

SELLERS. Each Seller represents has been duly organized and warrants to Purchaser as follows: 6.2.1. Seller is a corporation duly organized, validly existing and exists in good standing as a limited liability company under the laws of the State jurisdiction of Texasits incorporation, organization or formation. Each Seller (a) has all requisite power, authority, legal right, licenses and franchises, (b) is duly qualified to do business in Texasall jurisdictions necessary, and Seller (c) has been duly authorized by all requisite authority necessary action, to (w) own, lease and power operate its properties and assets, (x) conduct its business as presently conducted, (y) execute, deliver and perform its obligations under the Repurchase Documents to enter into which it is a party, and (z) acquire, own, sell, assign, pledge and repurchase the Purchased Assets, except where the lack of such licenses, authorizations, consents and approvals would not be reasonably likely to have a Material Adverse Effect. Each Seller’s exact legal name is set forth in the preamble and signature pages of this Agreement. FurthermoreEach Seller’s location (within the meaning of Article 9 of the UCC), and the office where each Seller keeps all records (within the meaning of Article 9 of the UCC) relating to the Purchased Assets is at the address of Sellers referred to in Annex 1. Each Seller has not changed its name within the past twelve (12) months. Each Seller has changed its location to the location shown in Section 7.16 within the past twelve (12) months. ACRC Seller’s organizational identification number is 5044236 and its tax identification number is 00-0000000. TRS Seller’s organizational identification number is 5447261 and its tax identification number is 00-0000000. Each Seller has no subsidiaries. Each Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreementa wholly-owned Subsidiary of Pledgor. The executionfiscal year of each Seller is the calendar year. Each Seller has no Indebtedness, delivery Contractual Obligations or Investments other than (a) ordinary trade payables, (b) in connection with Assets acquired or originated for the Transactions, (c) the Repurchase Documents, and performance of this Agreement by Seller (d) ordinary and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable necessary expenses incurred in accordance connection with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles of Incorporation or Bylaws of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; activities permitted under Section 9.01(q) or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3s). Except for the leased property, Each Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1no Guarantee Obligations. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is in compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in the Phase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. Seller is not aware of any facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. To the best of Seller's knowledge, all historical operating information provided to Purchaser is materially accurate.

SELLERS. Seller represents and warrants to Purchaser as follows: 6.2.1. Seller is a corporation limited partnership duly organized, validly existing and in good standing under the laws of the State of Texas. Seller is qualified to do business in Texas, and Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance of this Agreement by Seller and the consummation by Seller of the transactions contemplated herein have been authorized by all requisite corporate partnership actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein will (i) conflict with or result in a breach of, the terms, conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles certificate of Incorporation limited partnership or Bylaws partnership agreement of Seller, or any indenture, mortgage, lease, agreement or other instrument to which Seller is a party or by which any of the Assets conveyed pursuant to this Agreement may be bound or affected; or (ii) violate any law or regulation to which Seller is or will be subject to whereby either them or any of the Assets conveyed pursuant to this Agreement is bound. 6.2.3. Except for the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreement, except as specifically set forth on SCHEDULE 6.1. 6.2.4. Seller, to the best of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed pursuant to this Agreement. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice of intention to commence any investigation relating to the Seller's ownership of the Assets conveyed pursuant to this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is in compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in the Phase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. Seller is not aware of any facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. To the best of Seller's knowledge, all historical operating information provided to Purchaser is materially accurate.

SELLERS. Seller represents and warrants At the Closing, Sellers shall deliver or cause to be delivered to Purchaser as followsthe following: 6.2.11. Seller is Certificates of Good Standing as of a corporation recent date from the secretaries of state of each of the states of Sellers' respective incorporation. 2. Certified copies of actions of the shareholders and directors of Sellers approving this Agreement and all documents to be executed and delivered in accordance therewith and authorizing the officers of the Sellers to execute this Agreement and to execute all of said documents and take all other steps required to carry out the terms of the same. 3. Xxxx of Sale from Sellers conveying to Purchaser the Assets. 4. Titles to all motor vehicles. 5. Assignment of all of Seller's right, title, and interest in and to all telephone numbers and listings. 6. Assignment of all of Seller's right, title, and interest in and to the Leases, together with those consents provided for under this Agreement. 7. Assignment of all of Seller's right, title, and interest in and to the Contracts, together with those consents provided for under this Agreement. 8. Assignment of all permits and licenses to the extent assignable. 9. Assignment of all copyrights, patents, trademarks and service marks. 10. Customer lists and records, together with all related information. 11. Duly executed articles of amendment, notice of change of name or other appropriate document deleting from Sellers' names any use of the terms "American Technical Services Group", "American Technical Services", "ATS" or "ATSG". 12. A written opinion of counsel for Sellers: a. that the Sellers are duly organized, validly existing and in good standing under in the laws jurisdictions of their respective incorporation. b. that this Agreement and all documents to which the State Sellers are a party have been properly authorized and executed by Sellers. c. that to the best knowledge of Texas. Seller is qualified to do business in Texassuch counsel, and Seller has all requisite authority and power to enter into this Agreement. Furthermore, Seller is duly authorized to own, lease or otherwise hold the Assets conveyed under this Agreement. The execution, delivery and performance execution of this Agreement by Seller and the consummation by Seller performance of the transactions contemplated herein have been authorized by all requisite corporate actions on the part of the Seller. This Agreement constitutes the valid and binding obligation of Seller, enforceable in accordance with its terms. 6.2.2. Neither the execution or delivery of this Agreement by Seller nor the consummation by Seller of the transactions contemplated herein hereby will (i) conflict with or not result in a breach of, of the terms, terms or conditions or provisions of, or constitute a default under, or result in the creation of a lien or encumbrance on any of the property conveyed pursuant to this Agreement, pursuant to the Articles Certificate of Incorporation or Bylaws of Sellerany of the Sellers. d. when duly executed and delivered by the officers of the Sellers, this Agreement, and all documents contemplated hereby to be executed by Sellers, will constitute the valid and binding agreements of Sellers, enforceable in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization and other laws affecting creditors' rights generally and by general principles of equity. e. that to the best knowledge of such counsel, execution of this Agreement and performance of the transactions contemplated hereby will not violate any injunction, writ, decree, ruling, assessment or other similar command or ruling of any court or any indenturefederal, mortgage, lease, agreement state or municipality or other instrument governmental department, commission, board, agency or instrumentality, to which any Seller is a party or by which it is bound. f. that to the best knowledge of such counsel, there are no actions, suits or proceedings pending or threatened against the Sellers or their property or business, or to limit or impair any of their powers, rights and privileges or to dissolve Sellers, except as disclosed in Schedule 7.03. g. that to the Assets conveyed pursuant best knowledge of such counsel, Sellers are not in default with respect to this Agreement may be bound any judgment, order, writ or affected; injunction, decree, assessment or (ii) violate other similar demand of any law court or regulation to which Seller is of any federal, state or will be subject to whereby either municipal or other governmental department, commission, board, bureau, agency or instrumentality affecting them or any one of them or any of the Assets conveyed pursuant to this Agreement is boundAssets. 6.2.3. Except for h. that to the leased property, Seller has good and marketable title to all the property conveyed pursuant to this Agreement, free and clear best knowledge of all agreements, obligations, liabilities, security interests, pledges, restrictions, mortgages, liens, claims or encumbrances of any kind or any conditional sale agreement or other title retention agreementsuch counsel, except as specifically set forth on SCHEDULE 6.1in Schedule 7.04. 6.2.4i. no notice or warning from any governmental authority with respect to any failure or alleged failure of any Seller to comply with any law, regulation or order has been issued or given and is currently in effect, nor is any such notice or warning proposed or threatened; and ii. Seller, to the best business of Seller's knowledge, warrants that there are no actions, suits, claims, investigations or other proceedings pending and there the Sellers is no action, suit, claim, investigation, proceeding, grievance, or controversy threatened against the Seller that could affect the ability to convey the Assets conveyed not currently being conducted pursuant to an exemption to or exception from any law, governmental regulation, permit or license that will not be available to Purchaser. 13. Any and all other instruments and documents set forth in this AgreementAgreement required to be delivered by Sellers at Closing. 14. Furthermore, no governmental agency has at any time challenged or questioned, or commenced or given notice Any and all other instruments and documents which may be necessary to effect the obligations of intention to commence any investigation relating to the Seller's ownership of the Assets conveyed pursuant to Sellers under this Agreement. 6.2.5. To the best of Seller's knowledge, the Seller is in compliance in all material respects with all laws, rules, regulations, and other legal requirements relating to the prevention of pollution and the protection of the environment (collectively, "Environmental Laws"). To the best of Seller's knowledge, including all items included in the Phase I Survey, there is no other physical condition existing on any property ever owned or operated by the Company nor are there any physical conditions existing on any other property that may have been affected by the Company's operations which could give rise to any material remedial obligation under any Environmental Laws or which could result in any material liability to any third party pursuant to any Environmental Laws. 6.2.6. Seller is not aware of any facts or matters of which Purchaser is not aware which would materially and adversely affect Seller's future business operations or the assets acquired hereunder. 6.2.7. To the best of Seller's knowledge, all historical operating information provided to Purchaser is materially accurate.