Status of the Sellers. Each Seller is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended, which enables each such Seller to properly evaluate the risks and merits of its participation in the Repurchase Transaction. Each Seller has determined, based on its own independent review (without reliance upon the Purchaser or any of its officers or directors) and such professional advice as it deems appropriate that its consideration of the sale of the Shares to the Purchaser in the Repurchase Transaction and the Purchase Price (i) is fully consistent with its financial needs, objectives and condition, (ii) is the product of arm’s-length negotiations between the Purchaser and such Seller and (iii) complies and is fully consistent with all investment and divestiture policies, guidelines and other restrictions applicable to such Seller.
Status of the Sellers. (a) Only Seller 5 represents and warrants that Seller 5 is a company duly organized and validly existing under the laws of Germany.
(b) Every Seller only for himself/itself and regarding his own Acquisition Shares represents and warrants (i) to have full power and authority and to have received all requisite internal approvals (if required) to execute this Agreement and to consummate the 33 transactions contemplated under this Agreement and that (ii) this Agreement, and any other documents or instruments to be executed by the Sellers pursuant to this Agreement, will, when executed, constitute legal, valid, binding obligations of him/it enforceable in accordance with their respective terms.
(c) Every Seller only for himself/itself and regarding his own Acquisition Shares represents and warrants that the execution of this Agreement and the fulfillment of the terms hereof do – subject to the FDI Clearance – not result in a breach of any applicable law, order, judgement or decree of any court or governmental authority or agency or of any agreement to which any of the Company or he/it or his/its Affiliates is a party or by which any of them is bound.
(d) Every Seller only for himself/itself represents and warrants that he/it is not insolvent or bankrupt within the meaning of the insolvency or bankruptcy laws applicable to him/its and there are no circumstances which could justify the opening of insolvency, reorganisation or other proceedings for the protection of or from creditors against him/its.
(e) Every Seller only for himself/itself and regarding his own Acquisition Shares represents and warrants that there is no action, suit, investigation or other proceeding pending or threatened against or affecting any of the Company or such Seller or their respective Affiliates before any court, arbitrator, governmental body, agency or official that in any manner challenges or seeks to prevent, enjoin, alter or materially delay the execution or consummation of this Agreement or the transactions contemplated therein, and there are no circumstances likely to give rise to any of the foregoing.
Status of the Sellers. No insolvency or similar proceedings regarding each Seller are pending or threatened and there are no circumstances which would require or justify the opening of or application for such proceedings.
Status of the Sellers. Each Seller has full legal power and --------------------- capacity to enter into this Agreement and the Operative Agreements. This Agreement has been duly and validly executed and delivered by each Seller and constitutes, and upon the execution and delivery by such Seller of the Operative Agreements to which such Seller is to be a party, such Contracts will constitute, legal, valid and binding obligations of such Seller, enforceable against such Seller in accordance with its, and their, terms.
Status of the Sellers. (a) Xxxxx is duly organized, validly existing and in good standing under the laws of the State of Louisiana, and (b) D&C is duly organized, validly existing and in good standing under the laws of the State of Louisiana. Each of the Sellers has the power and authority to own, lease and operate the Purchased Assets and to conduct the Business. Each of the Sellers is duly authorized, qualified or licensed to do business as a foreign limited liability company and is in good standing in each jurisdiction in which its right, title or interest in or to any of the Purchased Assets or the conduct of the Business requires such authorization, qualification or licensing, except where the failure to so qualify or to be in good standing would not have a material adverse effect on any of the Purchased Assets, the Business or the results of operations of the Sellers. There is no pending or, to the Knowledge of the Sellers, threatened, action for the dissolution, liquidation, insolvency or rehabilitation of either Seller.
Status of the Sellers. (a) Corporate Existence and Status.
(i) The Sellers are corporations or limited liability companies, as the case may be, duly organized, validly existing, and in good standing (to the extent the concept of good standing is applicable in their jurisdiction of incorporation) under the Laws of their respective jurisdictions of incorporation or formation.
(ii) Each Seller is qualified to do business and is in good standing (to the extent the concept of good standing is applicable in a particular jurisdiction) in all jurisdictions in which the character of the properties owned, leased or operated by it or the nature of the Business makes such qualification necessary.
Status of the Sellers
