The Interests. Owner represents and acknowledges that it holds certain oil and gas leasehold interests, appurtenant rights, and other economic interests in the oil and gas leases and xxxxx (the “Interests”) set forth in Exhibit A hereto.
The Interests. Subject to the terms, conditions, reservations, and ------------- exceptions specified in this Agreement, Seller shall sell and Purchaser shall purchase as of the Effective Time all of Seller's right, title and interest in and to the following assets described in Subsections 2.01(a) through 2.01(h) (collectively called the "Interests"):
The Interests. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to GM and FIM, respectively, and GM and FIM, respectively, agrees to purchase from the Company, the GM Interest and FIM Interest, respectively, for the aggregate GM Purchase Price and aggregate FIM Purchase Price, respectively, on the Closing Date. The GM Interest and FIM Interest shall be issued to each of GM and FIM, respectively, pursuant to Article II hereof and shall be subject to the terms and provisions of the LLC Agreement. The obligations of GM and FIM herein shall be several and not joint.
The Interests. Bulk Ships has good and valid title to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, there is no further obligation to make any capital contribution to the applicable Vessel Owning Subsidiary.
The Interests. OSGM has good and valid title to the ATC Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the ATC Interest, there is no further obligation to make any capital contribution to the ATC.
The Interests. The Units when issued and sold pursuant to the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid, and nonassessable, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, other than as will be set forth in the Amended and Restated Operating Agreement of KCCO, to be dated as of the Closing Date (the “Operating Agreement”), pursuant to applicable state and federal securities laws, and liens or encumbrances created by or imposed by KCCO.
The Interests. Other than the Interests, StemVax has not issued any other membership interest or other securities (“Securities”). StemVax has not issued and there is not outstanding any option, warrant or convertible securities or other right to purchase or convert any obligation into Securities, and StemVax has not agreed to issue or sell any additional Securities. The Interests are free and clear of all liens, encumbrances, charges and assessments of every nature. No person or entity has any right to acquire the Interests.
The Interests. The Interests constitute all of the outstanding general partnership interests in the Partnerships.
The Interests. The Interests have been duly and validly issued by the Company, and constitute one hundred percent (100%) of the membership interest and equity ownership of Company.
The Interests. 4 Each of the LLP Sellers is the sole legal and beneficial owner of the interest set out opposite his or her name in his or her Agreed Form Consideration Schedule, and the Interests constitute the whole of the interests in the LLP. 5 There are no other interests in the LLP other than the Interests. 6 There is no Encumbrance on, over or affecting the Interests or any of them, nor any agreement or commitment to create any such Encumbrance and no claim has been made that any person is entitled to any such Encumbrance.
