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) 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.
Status of Sellers a. Personal Property Seller is a Michigan [corporation / limited liability company] duly organized, validly existing, and in good standing under the laws of the State of Michigan, and, further, is properly authorized, according to its respective [Bylaws / Operating Agreements] and adopted resolutions, to enter into and carry out the transactions contemplated by this Agreement. Furthermore, such Seller has not in the last five years used or assumed any other name in connection with the conduct of the Business. [A copy of Seller’s Articles of [Incorporation / Organization] and any amendments to date are attached as Exhibit 8.1(a). / A certified copy of Seller’s Articles of [Incorporation / Organization] and any amendments to date, along with a Certificate of Good Standing and a copy of Seller’s [Bylaws / Operating Agreement], are attached as Exhibits 8.1(a-1), 8.1(a-2), 8.1(a-3).]
Status of Sellers. Sellers are not a “foreign person” within the meaning of Code Section 1445 and will furnish Buyers with an affidavit that satisfies the requirements of Code Section 1445(b)(2), in the form attached as Exhibit D and a Real Estate Withholding Certificate, California Form 593-C, in the form attached as Exhibit D-1.”
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.
Status of Sellers. No Seller is a "public-utility company" or a "holding company," or a "Subsidiary Company" of a "holding company," or an "affiliate" of a "holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended, or is otherwise subject to regulation under or the restrictions of such act. No Seller is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or is otherwise subject to regulation under the restrictions of such act.
Status of Sellers. None of the Seller Parties is a "foreign person" as defined by Section 1445 of the Code.
Status of Sellers. Such Seller and its trustees, officers, directors, managers, partners or other persons responsible for managing and conducting its affairs have such knowledge and experience in financial and business matters as to enable them to evaluate the merits and risks of the transactions contemplated by this Agreement.
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. The Sellers have all requisite power and authority to own their properties and carry on their business as now being conducted.
