Authority; Ownership of Contributed Interests Sample Clauses

Authority; Ownership of Contributed Interests. (a) (i) Each of Transferor and each Property Owner is duly formed or organized, validly existing and in good standing under the laws of the state of its formation identified in the 5th Recital hereto, (ii) each Property Owner is qualified to do business in the state in which the Property owned by such Property Owner is located, and (iii) except as otherwise disclosed in Schedule 4.1(a) attached hereto, no Property Owner has existed or operated under any other name, and Transferor has not existed under any other name since July 1, 2002. Each Property Owner has made all filings necessary in the state in which such Property Owner’s Property is located to own and operate such Property, except to the extent such failure would not have a material adverse effect on the business operations, financial condition or results of operations of such Property Owner's Properties.
Sample 1
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Authority; Ownership of Contributed Interests. (a) (i) Each of Transferor, the St. Clair Subsidiary Entity, the Xxxxxxxxxxxx Subsidiary Entities and the Park Plaza Subsidiary Entities and each Property Owner is duly formed or organized, validly existing and in good standing under the laws of the state of its formation identified in the Recitals hereto, (ii) each Property Owner is qualified to do business in the state in which the Property owned by such Property Owner is located, and (iii) except as otherwise disclosed in Schedule 4.1(a) attached hereto, no Property Owner has existed or operated under any other name, and Transferor has not existed under any other name since July 1, 2002. Each Property Owner has made all filings necessary in the state in which such Property Owner’s Property is located to own and operate such Property, except to the extent such failure would not have a material adverse effect on the business operations, financial condition or results of operations of such Property Owner's Properties.
Sample 1

Related to Authority; Ownership of Contributed Interests

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of Company Stock Neither Parent nor Merger Sub nor any of their respective “affiliates” or “associates” (as such terms are defined in Section 1704.01 of the OGCL) is, or at any time during the past three years has been, an “interested shareholder” of the Company as defined in Section 1704.01 of the OGCL, nor do any of them currently own any Company Common Shares, 6 3/4% Preferred Shares or any other shares of Company Capital Stock.

  • Ownership of Seller Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Company Ownership of Other Entities The Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.

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