Common use of Seller Entities Clause in Contracts

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. If such Seller is a corporation, limited partnership, limited liability company, trust or entity (a “"Seller Entity”"), such Seller Entity is duly organized, 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 such Seller Entity and the performance by it of all of its obligations under this Agreement have been duly approved authorized 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 such Seller Entity's shareholders, limited partners, members, beneficiaries or the like (as the case may be), for it to execute this Agreement or and 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 such Seller Entity of the transaction contemplated hereby will conflict with or constitute a breach of any of the terms, conditions or provisions of its certificate Certificate or articles Articles of incorporationIncorporation, by-laws, agreement Agreement of limited partnershipLimited Partnership, operating agreement, trust agreement or declaration of trust, or other organizational documents, as the case may be.