Seller Entity Requirements Clause Samples

The Seller Entity Requirements clause defines the specific qualifications or conditions that the seller must meet to participate in the transaction. This may include stipulations such as the seller being duly organized, in good legal standing, and authorized to conduct business in relevant jurisdictions. By setting these requirements, the clause ensures that only legitimate and capable entities can act as sellers, thereby reducing the risk of disputes or invalid transactions.
POPULAR SAMPLE Copied 1 times
Seller Entity Requirements. For a minimum of thirteen (13) months following the Closing, Seller shall not dissolve or liquidate and shall remain an active entity in good standing in the State of California.
View SourceView Similar (3)
Seller Entity Requirements. For the time period following the Closing and continuing until December 31, 2016, each Seller: (i) shall not dissolve or liquidate; (ii) shall remain an active entity in good standing in the State of its formation; and (iii) shall remain funded with a minimum of two percent (2%) of the Purchase Price allocated to the Improved Parcel owned by such Seller as provided for in the Purchase Price Allocation. Notwithstanding the foregoing or anything to the contrary as contained herein, it shall not be deemed a default or breach hereunder should any Seller fail to remain funded at the amount provided for herein, and each Seller shall be entitled to elect following Closing to remain funded below such required amount; provided, however, that at such time as any Seller is not in compliance with the requirements of this Section 5.2(a), including the requirement to remain funded with a minimum of two percent (2%) of the Purchase Price allocated to the Improved Parcel owned by such Seller, DDR’s obligations under Section 16.17(c) hereof and subsection (a)(iii) of the ▇▇▇▇▇▇’▇ Separate Undertaking shall immediately apply and take effect with respect to such Seller’s obligations under this Agreement.
View Source
Seller Entity Requirements. For a minimum of thirteen (13) months following the Closing, Seller shall not dissolve or liquidate and Seller shall remain an active entity in good standing in the State of its formation.
View SourceView Similar (8)
Seller Entity Requirements. For a minimum of thirteen (13) months following the Closing, neither of the Sellers shall dissolve or liquidate and each of the Sellers shall remain an active entity in good standing in the State of Arizona.
View Source

Related to Seller Entity Requirements

  • Special Purpose Entity Requirements The Borrower will at all times: (i) maintain at least one Independent Director; (ii) maintain its own separate books and records and bank accounts; (iii) hold itself out to the public and all other Persons as a legal entity separate from the Transferor and any other Person (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (iv) have a Board of Directors separate from that of the Transferor and any other Person; (v) file its own tax returns, if any, as may be required under Applicable Law, to the extent it is (1) not part of a consolidated group filing a consolidated return or returns or (2) not treated as a division or disregarded entity for Tax purposes of another taxpayer, and pay any Taxes so required to be paid under Applicable Law in accordance with the terms of this Agreement; (vi) not commingle its assets with assets of any other Person; (vii) conduct its business in its own name and strictly comply with all organizational formalities to maintain its separate existence (although, in connection with certain advertising, filings and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (viii) maintain separate financial statements, except to the extent that the Borrower’s financial and operating results are consolidated with those of Solar Senior Capital in consolidated financial statements; (ix) pay its own liabilities only out of its own funds; (x) maintain an arm’s-length relationship with its Affiliates and the Transferor; (xi) pay the salaries of its own employees, if any; (xii) not hold out its credit or assets as being available to satisfy the obligations of others; (xiii) allocate fairly and reasonably any overhead for shared office space; (xiv) use separate stationery, invoices and checks (although, in connection with certain advertising and marketing, the Borrower may be identified as a Subsidiary of Solar Senior Capital); (xv) except as expressly permitted by this Agreement, not pledge its assets as security for the obligations of any other Person; (xvi) correct any known misunderstanding regarding its separate identity; (xvii) maintain adequate capital in light of its contemplated business purpose, transactions and liabilities and pay its operating expenses and liabilities from its own assets; (xviii) cause its Board of Directors to meet at least annually or act pursuant to written consent and keep minutes of such meetings and actions and observe in all material respects all other Delaware limited liability company formalities; (xix) not acquire the obligations or any securities of its Affiliates; and (xx) cause the directors, officers, agents and other representatives of the Borrower to act at all times with respect to the Borrower consistently and in furtherance of the foregoing and in the best interests of the Borrower. Where necessary, the Borrower will obtain proper authorization from its members for limited liability company action.

  • City Requirements Design, construction, materials, sizing, other specifications, permitting, inspections, testing, documentation and furnishing of as-built drawings, and acceptance of completed infrastructure shall be in accordance with City Requirements. Design and construction shall be by professionals licensed in the state of North Carolina to do the relevant work. City approval of the design of the Improvements shall be required prior to construction, as set forth in City Requirements. If Developer is connecting to the County sewer system, the City may require Developer to furnish the contract providing for such connection.

  • Quality Requirements Performance Indicator Heading Indicator (specific) Threshold Method of Measurement Frequency of monitoring Consequence of Breach

  • Facility Requirements 1. Maintain wheelchair accessibility to program activities according to governing law, including the Americans With Disabilities Act (ADA), as applicable. 2. Provide service site(s) that will promote attainment of Contractor’s program objectives. Arrange the physical environment to support those activities. 3. Decrease program costs when possible by procuring items at no cost from County surplus stores and by accepting delivery of such items by County.

  • E-Verify Requirements To the extent applicable under ARIZ. REV. STAT. § 41- 4401, the Contractor and its subcontractors warrant compliance with all federal immigration laws and regulations that relate to their employees and their compliance with the E-verify requirements under ARIZ. REV. STAT. § 23-214(A). Contractor’s or its subcontractor’s failure to comply with such warranty shall be deemed a material breach of this Agreement and may result in the termination of this Agreement by the City.