Free and Clear Sample Clauses

Free and Clear. Unless otherwise agreed to by PKF Capital, each payment under this Agreement or any Transaction is to be paid free and clear of, and without withholding or deduction for or on account of, any Taxes, unless the withholding or deduction is required by law.
Free and Clear. At Closing, the Purchase Shares shall be free and clear of any Security Interests. Without derogating from the generality of the foregoing, at the Closing the Seller shall not be subject to an agreement with the State of Israel in regard to the Purchase Shares or in regard to the activities of the Company, other than agreements between the Seller and the Israeli Tax Authority that have no impact on the Company or on the Purchaser or its tax treatment or status in any manner.
Free and Clear. Free and clear of all pledges, encumbrances, attachments, liens, rights of first refusal, tag-along rights, debt, claim, lock-up arrangements (other than pursuant to the Communications Law, Communications Order, and the permits and licenses granted and/or to be granted pursuant thereto) or any third party right.
Free and Clear. You represent and warrant to us that you are the owner of, and agree that you will keep, the Collateral free from any mortgage, lien, charge, Security Interest, prior claims, taxes, assessments or encumbrance of any kind, unless we agree otherwise in writing. You will not sell, give away, part with possession of (except for the pledge, if any, granted in our favour) or otherwise dispose of any part of the Collateral, without our prior written consent.
Free and Clear. The Company hereby warrants that upon exchange of Securities of any series, the Holder of a Security shall receive all rights held by the Company in such security for which such Security is at such time exchangeable under this Article Sixteen, free and clear of any and all liens, claims, charges and encumbrances other, to the extent permitted by the terms of the Securities of such series, than any liens, claims, charges and encumbrances which may have been placed on any such security by the prior owner thereof, prior to the time such security was acquired by the Company. Except as provided in Section 1604, the Company will pay all taxes and charges with respect to the delivery of such security delivered in exchange for Securities hereunder.
Free and Clear. Each of the Assets shall be free and clear of all liens, claims, encumbrances and security interests (other than equipment in which Raycal Datacom, Inc. ('Raycal") holds a security interest and with respect to which payments to Raycal do not exceed $5,000 per month (the "Raycal Lien") and the transfer to the Buyer will vest Buyer with good title to such Assets; each of the Consumer Contracts shall be a valid and subsisting contract of all of the parties thereto in full force and effect without modification and no event has occurred thereunder which, with or without the lapse of time or the giving of notice, or both, would constitute a default by it thereunder and all necessary consents to the assignment to the Buyer of the Assumed Contracts shall have been obtained.
Free and Clear. The Interest of such Member Entity as of the Closing Date is in the percentage set forth on Schedule 1 and such Interest shall be transferred to Buyer free and clear of all liens and encumbrances.
Free and Clear. The Interests of such Member Entity as of the Closing Date shall be free and clear of all liens and encumbrances.
Free and Clear. The Overriding Royalty Interest shall be equal to an undivided percentage of all Subject Hydrocarbons produced and saved from the Subject Interests, free and clear of all cost, expense, risk and liability for developing or operating the Subject Interests or abandoning the Subject Hydrocarbons (including the ORRI Hydrocarbons) such that Assignee would receive an amount equal to 3% of Hydrocarbon Proceeds (as defined in the Credit Agreement but excluding any revenue from the sale of any Subject Interests), produced from that portion of the Subject Interests described as, and for the life of (a) a well within the Subject Interests as of the Effective Date , including, without limitation, the wells described in Exhibit A, (b) a well funded under the Credit Agreement, (c) any well within a Subject Interest that Assignee has not failed to exercise its Additional Development Option, and (d) any replacement or offset well within the Subject Interests that produces Hydrocarbons that may be deemed to have been recovered by a well funded under the Credit Agreement; provided, however, in the event that Assignee (i) does not exercise its Additional Development Option with respect to any Proposed Undertaking, and (ii) no Event of Default has occurred under any of the Loan Documents and is continuing, then the Overriding Royalty Interest with respect to, and only with respect to, the specific portion of the Subject Interests covered by such Proposed Undertaking shall equal 1.0% of Hydrocarbon Proceeds produced from such specific portion of the Subject Interests. The Overriding Royalty Interest is proportionately reducible to the interest in Subject Interests owned by Assignor, in each portion of the lands to which the Overriding Royalty Interest applies. For example, if Assignor owns, in a particular tract or parcel, less than all of the leasehold working interest in the Leases and/or if the Leases cover less than all of the mineral interest in the lands affected by the Leases, then the Overriding Royalty Interest conveyed hereby would, as to such portion, be reduced proportionately. (b)