Status of Sellers. (a) The Seller has access to the complete SEC filings of the Buyer filed on or before December 31, 2008, and has carefully read such filings in their entirety, and understands the contents thereof. Each Seller has relied only on the information contained therein, information otherwise provided by the Company in response to the request of each Seller or each Seller's financial advisor or representative, or information from books and records made available to each Seller by the Buyer.
(b) Each Seller confirms that, in making the decision to purchase the Consideration Shares, each Seller has relied solely upon independent investigations made by each Seller and/or each Seller's financial advisors or representatives, including each Seller's own professional tax, accounting, financial, legal and other advisors, and that each Seller and such financial representatives and advisors have been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Offering and to obtain any additional information, to the extent such persons possess such information or can acquire it without unreasonable effort or expense. Each Seller is an "accredited investor" as that term is defined in Section 501(a) of Regulation D under the 1933 Act.
(c) Each Seller understands that the certificate representing the Consideration Shares will bear a restrictive legend regarding the restricted transferability thereof and, therefore, the Consideration Shares are and will be "restricted securities," as that term is defined in the 1933 Act. The Seller is not acquiring the Consideration Shares with any view towards the resale or distribution thereof.
(d) Except as allowed by applicable securities laws, rules and regulations, the Consideration Shares are being purchased solely for the Seller's own account and not for the account of any other person or entity, and not for distribution, assignment or resale to others and no other person or entity has a direct or indirect beneficial interest in such Consideration Shares.
(e) Each Seller agrees that the Seller will neither directly nor indirectly seek to assign, transfer or sell the Consideration Shares in any way inconsistent with the legend that will be placed on the certificate evidencing the Consideration Shares.
Status of Sellers. Authority. Seller is a corporation organized under the laws the British Virgin Islands, and has fill power and legal capacity to execute and deliver this Agreement and to carry out the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and constitutes a valid, binding and enforceable obligation of Seller.
Status of Sellers. (a) Corporate Existence and Status. Sellers are corporations ------------------------------ duly incorporated, organized, entitled to conduct business and validly existing in good standing under the laws of their respective jurisdictions of organization as set forth on Schedule 3.1(a). ---------------
Status of Sellers. Neither Seller nor the Partnership is a “foreign person” within the meaning of Section 1445 of the Code.
Status of Sellers. 8.1.1 Each Seller is a limited liability company (GmbH) duly organized and validly existing under the laws of Germany, and the execution of this Agreement does not and the consummation of the transactions contemplated herein will not conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, its certificate of incorporation or by-laws or a violation of any Legal Requirement under which it is bound or to which it is subject.
8.1.2 This Agreement and the transactions contemplated hereby have been approved on the part of Sellers by all requisite corporate action. This Agreement constitutes the valid and binding obligation of Sellers, enforceable in accordance with its terms, without any further condition unless otherwise specified herein.
Status of Sellers. Each Seller is a corporation or limited liability company, as the case may be, duly organized, validly existing and in good standing under the laws of the state set forth opposite its name on Schedule 6.1. Each Seller is a domestic corporation or limited liability company of, or duly qualified to do business as a foreign corporation or limited liability company in, the state in which the Facility owned or operated by them is located.
Status of Sellers. NPH is a limited liability company duly organized, validly existing, and in good standing under the Laws of the State of Delaware. NTD is a corporation duly incorporated, validly existing, and in good standing under the Laws of the State of Delaware. Each Seller has all requisite limited liability company or corporate, as applicable, power and authority to own the Transferred Interests and to execute and deliver this Agreement and to perform its respective obligations hereunder. Each Seller is authorized and qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would not have a material adverse effect on its financial condition, operations, prospects, taxes, or business.
Status of Sellers. No Seller is a non-resident alien or foreign corporation (as those terms are defined in the Code). No Seller is a "public-utility
Status of Sellers. None of the Seller Parties is a "foreign person" as defined by Section 1445 of the Code.
Status of Sellers. Each Seller, other than ICI, is a natural person.