Seller Entities Clause Samples

Seller Entities. If such Seller is a corporation, limited partnership, limited liability company, trust or entity (a “Seller Entity”), such Seller Entity is duly existing and in good standing under the laws of its jurisdiction of incorporation or formation. The execution and delivery by it of this Agreement and all other agreements contemplated hereby to which it is a party and the performance by it of all of its obligations hereunder and thereunder have been duly approved by all requisite action of its board of directors, shareholders, partners, managers, members, trustees or the like, as the case may be; and neither the execution and delivery of this Agreement and such other agreements by such Seller Entity, nor the consummation by it of the transactions contemplated hereby and thereby will conflict with or constitute a breach of the terms, conditions or provisions of its certificate or articles of incorporation or formation, bylaws, agreement of limited partnership, operating agreement, trust agreement or declaration of trust, or other organizational documents, as the case may be.

Seller Entities. If such Seller is a corporation, limited partnership, limited liability company, trust or entity (a “Seller Entity”), such Seller Entity is duly existing and in good standing under the laws of its jurisdiction of incorporation or formation. Such Seller Entity has qualified as a foreign entity, and it is in good standing under the laws of all jurisdictions where the nature of its business or the nature or location of its assets requires such qualification and where the failure to so qualify has a Material Adverse Effect. The execution and delivery of this Agreement by it and the performance by it of all of its obligations under this Agreement have been duly approved prior to the date of this Agreement by all requisite action of its board of directors, general partners, managers, trustees or the like, as the case may be. The approval of its shareholders, limited partners, members, beneficiaries or the like (as the case may be), for it to execute this Agreement or consummate the transaction contemplated hereby is either not required or has been duly given. This Agreement has been duly executed and delivered by it. Neither the execution and delivery of this Agreement by such Seller Entity, nor the consummation by it of the transaction contemplated hereby will conflict with or constitute a breach of any of the terms, conditions or provisions of its certificate or articles of incorporation, by-laws, agreement of limited partnership, operating agreement, trust agreement or declaration of trust, or other organizational documents, as the case may be.

Seller Entities. Some of the Seller entities were misidentified in the Purchase Agreement. The following entities are executing this Third Amendment in order to agree to convey their respective interests in the following properties, upon the terms and subject to the conditions set forth in the Purchase Agreement, as amended by this Third Amendment: PR Boca Palms LLC as to Boca Palms Apartments; PR Hidden Lakes LLC as to Hidden Lakes Apartments; PR Kenwood Gardens LLC as to Kenwood Gardens; PR Marylander LLC as to Marylander Apartments; PR Pembroke LLC as to the Palms of Pembroke; and PR Regency Associates LLC as to Regency Lakeside Apartments. Purchaser agrees to accept title to such Properties from such Sellers, upon the terms and subject to the conditions set forth in the Purchase Agreement, as amended by this Third Amendment.

Seller Entities. Seller directly, or indirectly, beneficially owns all of the outstanding equity interests of each Seller Entity other than Seller.

Seller Entities. (a) Section 3.3(a)(i) of the Disclosure Schedules sets forth a correct and complete list of each Subsidiary of Seller, together with the type of entity and jurisdiction of organization of each such Subsidiary of Seller. Section 3.3(a)(ii) of the Disclosure Schedules sets forth a correct and complete list of each controlled Affiliate of Seller, including all Subsidiaries of Seller (each a “Controlled Affiliate”), together with the type of entity, jurisdiction of organization and ownership (including a schedule of all Persons entitled to share directly in performance or incentive allocations from a Fund (e.g. via an ownership interest in the general partner of a Fund). Except as set forth in Section 3.3(a)(iii) of the Disclosure Schedules, Seller owns, directly or indirectly, all of the issued and outstanding equity interests in, and other securities of, each other Seller Entity, and owns its interests free and clear of any Encumbrances other than Permitted Encumbrances. Section 3.3(a)(iii) of the Disclosure Schedules sets forth a correct and complete list of each ownership interest or other investment (whether or not involving control) of the Seller Entities in any Person other than another Seller Entity (each, a “Non-Affiliate Interest”). (b) All of the issued and outstanding equity interests of each Applicable Seller Entity have been duly authorized, validly issued, are fully paid and non-assessable and have not been issued in violation of any Equity Rights. Except as set forth in Section 3.3(b) of the Disclosure Schedules, there are no outstanding Equity Rights (i) obligating the Applicable Seller Entities or any of their respective Affiliates to issue, deliver, purchase or Table of Contents sell, or cause to be issued, delivered, purchased or sold, any common stock or other equity interests of any Applicable Seller Entity or any securities or obligations of any Applicable Seller Entity convertible or exchangeable into or exercisable for any common stock or other equity interests of any Applicable Seller Entity, (ii) giving any Person a right to subscribe for or acquire any such common stock or other equity interests of any Applicable Seller Entity or (iii) obligating any Applicable Seller Entity to issue, grant, adopt or enter into any such Equity Right. Except as set forth in Section 3.3(b) of the Disclosure Schedules, there are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the sh...

Seller Entities. 10.9 Seller's Indemnified Persons...........................................11.2 supplier................................................................

Seller Entities o B2B Partshub OÜ registered at ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇ ▇, ▇▇▇▇▇ (for orders handled from Estonia) o Ajalty Auto Parts Trading LLC registered at Shams Business Center, Sharjah Media City Free Zone, Al Messaned, Sharjah, UAE, P.O. Box 38777 (for orders handled from the UAE)

Seller Entities. The parties acknowledge that there are multiple entities comprising Seller. As such, unless a provision in this Agreement references a particular Seller, all rights and all obligations of Seller under this Agreement shall be the joint and several rights and obligations of those entities comprising Seller.

Seller Entities. Seller is not a person or entity described by Section 1 of the Executive Order (No. 13,224) Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism, 66 Fed. Reg. 49,079 (September 24, 2001), and to Seller's Knowledge, does not engage in any dealings or transactions, and is not otherwise associated with any such persons or entities.