Title to Transferred Interests Sample Clauses

Title to Transferred Interests. Upon execution and delivery to Assignee of each of the Assign ment and Assumption Agreements and the consummation of the transactions contem plated hereunder and thereunder, Assignee will acquire legal title to the Transferred Interests, free and clear of all Liens and transfer restrictions other than as set forth on Schedule 5(h).
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Title to Transferred Interests. Immediately prior to the Closing, Discovery or its Subsidiaries shall be the sole registered or legal and beneficial owners of the Transferred Interests and the Transferred Interests shall be free and clear of all Encumbrances, and upon the Closing, FoundryCo or its Subsidiaries will acquire good and marketable title to such Transferred Interests, free and clear of any Encumbrance.
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Title to Transferred Interests. Acacia owns, beneficially and of record, the Transferred Interests and will convey good title, free and clear of all Liens (other than restrictions under the Holdings Partnership Agreement and applicable federal and state securities laws), to the Transferred Interests to the Partnership or Operating. Except as set forth in the Holdings Partnership Agreement and the ENLC Credit Agreement, the Transferred Interests are not subject to any agreements or understandings with respect to the voting or transfer of any of the Transferred Interests (except the contribution of the Transferred Interests contemplated by this Agreement and restrictions under applicable federal and state securities laws). All restrictions and Liens on the Transferred Interests that are imposed by the ENLC Credit Agreement will terminate upon the Closing.
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Title to Transferred Interests. The Transferred Interests, (a) are owned beneficially and of record by Seller and Seller has good and valid title thereto, are free and clear of all Liens and are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof other than as set forth in the LLC Agreement and this Agreement and (b) are not subject to any outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any of such Transferred Interests or, except for this Agreement, any commitments or agreements of any character obligating Seller to transfer any of such Transferred Interests. The Transferred Interests are duly authorized, validly issued, fully paid and, subject to the Laws of the State of Delaware, non-assessable, and were not issued in violation of any applicable Laws, the Organizational Documents of Seller or the Company, or any purchase option, call option, right of first refusal, preemptive right or other similar right.
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Title to Transferred Interests. (a) FMAC owns and has good and valid title to the Transferred Interests, free and clear of all Liens;
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Title to Transferred Interests. The Transferred Interests to be transferred by such New Partner represents all of the equity securities of KEP owned by such New Partner immediately prior to the consummation of the Exchange and, in the aggregate, represent all of the issued and outstanding equity of KEP. Each of the Transferred Interests was validly issued and is a fully paid membership interest in KEP, each owned beneficially and of record by the New Partner, free and clear of all liens, pledges, encumbrances, security interests, and claims of every kind. Upon delivery to the Company of the certificates representing the Transferred Interests, duly endorsed in blank or accompanied by a duly executed unit power, good and marketable title to each of the Transferred Interests will be sold, assigned, conveyed, transferred and delivered to the Company, free and clear of all liens, pledges, encumbrances, security interests, and claims of every kind. There are no agreements, arrangements, options, warrants, calls, rights or commitments of any character relating to the sale, purchase, redemption or other transfer of the Transferred Interests to be sold, assigned, conveyed, transferred and delivered by each New Partner to the Company hereunder. Each New Partner has sole voting power and sole power of disposition and sole power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Transferred Interests, with no limitations, qualifications or restrictions on such rights and powers, and such New Partner has not granted and will not grant such rights and powers to any other Person.
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Title to Transferred Interests. As of the date hereof, the Seller is the record and beneficial owner of the Transferred Interests and has good and valid title to the Transferred Interests, free and clear of all Encumbrances, other than Permitted Encumbrances. As of the date hereof, the Beneficial Owners are the record and beneficial owners of the membership interests of Seller as set forth opposite each Beneficial Owner’s name on Schedule 6.3, and have good and valid title to the membership interests of Seller, free and clear of all Encumbrances, other than Permitted Encumbrances. Except pursuant to this Agreement, there are no (a) outstanding options, redemption rights, warrants, convertible securities, stock appreciation, phantom stock, profit participation, or other rights, agreements, or commitments obligating Seller to issue or sell any equity interest in BrandCo, or (b) voting trusts, equityholder agreements, proxies, or other agreements in effect with respect to the voting or transfer of any equity interest in BrandCo, other than as provided in the Organizational Documents of BrandCo. Upon the consummation of the transactions contemplated by this Agreement, at the Initial Closing, Buyer will acquire from Seller good and valid title to the Transferred Interests free and clear of all Encumbrances, other than Permitted Encumbrances.
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Related to Title to Transferred Interests

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

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