Lawful Owner Sample Clauses

Lawful Owner. Each AdeptLLC Member is the lawful owner of his or her membership interest in AdeptLLC (the “AdeptLLC Membership Interest”) and has the power to transfer and deliver the AdeptLLC Membership Interest in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the AdeptLLC Membership Interests pursuant to the provisions of this Agreement will transfer to AdeptPros good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Lawful Owner. The Moneytech Shareholder is the lawful owner of the number of Moneytech Shares set opposite such Moneytech Shareholder’s name on Schedule 3.1 hereto (the “Designated Shares”) and, subject to the terms of the Constitution of Moneytech, has the power to transfer and deliver the Designated Shares in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the Designated Shares pursuant to the provisions of this Agreement will transfer to Source, subject to the terms of the Constitution of Moneytech, good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Lawful Owner. Grantor covenants with Grantee, its successors and assigns, that Grantor is the true and lawful owner of the Easement Parcel, and is well seized of the same in fee simple, and has good right and full power to convey the easement set forth in this instrument.
Lawful Owner. Save and except for the Intellectual Property transferred to or held by Azure Dynamics Inc. and SilvaGen Inc., BCR is the sole and exclusive legal and beneficial owner of the Intellectual Property (including the Intellectual Property described in Article 3.15.1 above) free and clear of any rights of other Persons and has the sole and exclusive right to use the Intellectual Property in the conduct of its business.
Lawful Owner. The Grilled Cheese Shareholders are the lawful owners of their respective shares in Grilled Cheese (the “Grilled Cheese Shares”) and have the power to transfer and deliver the Grilled Cheese Shares in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the Grilled Cheese Shares pursuant to the provisions of this Agreement will transfer to TRIG good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Lawful Owner. Each Sterling Seal Shareholder is the lawful owner of his or her Sterling Seal Shares and has the power to transfer and deliver the Sterling Seal Shares in accordance with the terms of this Agreement. The delivery of documentation evidencing the transfer of the Sterling Seal Shares pursuant to the provisions of this Agreement will transfer to Sterling Consolidated good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.
Lawful Owner. With effect from the date on which the Pledged Securities are registered in the name of the Chargor pursuant to Clause 6.02 or Clause 6.03 hereof (as the case may be) the Chargor will be and will, at all times during the subsistence of the security hereby constituted, remain the sole, lawful and beneficial owner of all of its respective Pledged Securities free from any Lien, mortgage or charge (other than this Charge over Shares and any such mortgage as is referred to in Clause 6.05 above and the Liens created by or pursuant to the Security Documents and Liens permitted by Section 8.03(a) of the Credit Agreement);
Lawful Owner. The Pledged Securities, other than the Minority Shares, are registered in the name of Reltec Foreign Holdings, Inc. which has duly executed and delivered to the Chargor stock transfer forms and the relative share certificates in respect thereof. Subject only to such stock transfer forms being duly stamped, the Chargor is entitled to be registered as the owner of the Pledged Securities, other than the Minority Shares, free of any Lien, mortgage or charge.

Related to Lawful Owner

  • Owner The term “

  • Multi-Member The Members, or their designees, shall maintain complete and accurate records and books of the Company’s transactions in accordance with generally accepted accounting principles. The Company shall furnish each Member, within seventy-five days after the end of each fiscal year, an annual report of the Company including a balance sheet, a profit and loss statement a capital account statement; and the amount of such Member’s share of the Company’s income, gain, losses, deductions and other relevant items for federal income tax purposes. The Company shall prepare all Federal, State and local income tax and information returns for the Company, and shall cause such tax and information returns to be timely filed. Within seventy-five days after the end of each fiscal year, the Company shall forward to each person who was a Member during the preceding fiscal year a true copy of the Company’s information return filed with the Internal Revenue Service for the preceding fiscal year. All elections required or permitted to be made by the Company under the Internal Revenue Code, and the designation of a tax matters partner pursuant to Section 6231(a)(7) of the Internal Revenue Code for all purposes permitted or required by the Code, shall be made by the Company by the affirmative vote or consent of Members holding a majority of the Members’ Percentage Interests. Upon request, the Company shall furnish to each Member, a current list of the names and addresses of all of the Members of the Company, and any other persons or entities having any financial interest in the Company.

  • Maximum Rate of Interest Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (in each case, the “Maximum Rate”). If the Lenders shall receive interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans, and not to the payment of interest, or, if the excessive interest exceeds such unpaid principal, the amount exceeding the unpaid balance shall be refunded to the applicable Obligor. In determining whether the interest contracted for, charged, or received by the Lenders exceeds the Maximum Rate, the Lenders may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude voluntary prepayments and the effects thereof, (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Indebtedness and other obligations of any Obligor hereunder, or (d) allocate interest between portions of such Indebtedness and other obligations under the Loan Documents to the end that no such portion shall bear interest at a rate greater than that permitted by applicable Law.

  • Fair Share During the term of this Agreement, employees who do not choose to become dues paying members of the Union shall, commencing after their probationary period or sixty days after the date this Agreement is executed, whichever is later, pay a fair share fee to the Union for collective bargaining and contract administration services rendered by the Union as the exclusive representative of the employees covered by said Agreement, provided fair share fee shall not exceed the dues attributable to being a member of the Union. Such fair share fees shall be deducted by the Employer from the earnings of non-members and remitted to the Union. The Union shall periodically submit to the Employer a list of the members covered by this Agreement who are not members of the Union and an affidavit which specifies the amount of the fair share fee. The amount of the fair share fee shall not include any contributions related to the election or support of any candidate for political office or for any member-only benefit. The Union agrees to assume full responsibility to insure full compliance with the requirements in Chicago Teachers Union x. Xxxxxx, 000 X.X. 000 (1986), with respect to the constitutional rights of fair share fee payors. Accordingly, the Union agrees to do the following:

  • Fair Share Fee In accordance with PELRA, any employee included in the appropriate unit who is not a member of the exclusive representative may be required by the exclusive representative to contribute a fair share fee for services rendered as exclusive representative. The fair share fee for any employee shall be in an amount equal to the regular membership dues of the exclusive representative, less the cost of benefits financed through the dues and available only to members of the exclusive representative, but in no event shall the fee exceed eighty-five percent (85%) of the regular membership dues. The exclusive representative shall provide written notice of the amount of the fair share fee assessment and the name of each employee to be assessed to the School District and the written notice of the amount to each employee to be assessed the fair share fee. A challenge by an employee or by a person aggrieved by the assessment shall be filed, in writing, with the Commissioner of the Bureau of Mediation Services (Commissioner), the School District, and the exclusive representative within thirty (30) days after the receipt of the written notice. All challenges shall specify those portions of the assessment challenged and the reasons therefor, but the burden of proof relating to the amount of the fair share fee shall be on the exclusive representative. The School District shall deduct the fee from the earnings of the employee and transmit the fee to the exclusive representative within thirty (30) days after the written notice was provided, or, in the event a challenge is filed, the deductions for a fair share fee shall be held in escrow by the School District pending a decision by the Commissioner or a court. Any fair share fee challenge shall not be subject to the grievance procedure. The exclusive representative hereby warrants and covenants that it will defend, indemnify, and save the School District harmless from any and all actions, suits, claims, damages, judgments, and executions or other forms of liability, liquidated or unliquidated, which any person may have or claim to have, now or in the future, arising out of or by reason of the deduction of the fair share fee specified by the exclusive representative as provided in this Agreement.

  • No Rights or Liabilities as a Shareholder This Warrant shall not entitle the holder hereof to any voting rights or other rights as a shareholder of the Company. No provision of this Warrant, in the absence of affirmative action by the holder hereof to purchase Warrant Shares, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Exercise Price or as a shareholder of the Company, whether such liability is asserted by the Company or by creditors of the Company.

  • No Rights or Liabilities as Shareholder Nothing contained in this Warrant shall be construed as conferring upon the Holder hereof any rights as a shareholder of the Company or as imposing any obligation on the Holder to purchase any securities or as imposing any liabilities on the Holder as a shareholder of the Company, whether such obligation or liabilities are asserted by the Company or by creditors of the Company.

  • Liability of Owner or Beneficial Owner for Taxes If any tax or other governmental charge shall become payable by the Custodian or the Depositary with respect to any Receipt or any Deposited Securities represented by any Receipt, such tax or other governmental charge shall be payable by the Owner or Beneficial Owner of such Receipt to the Depositary. The Depositary may refuse to effect any transfer of such Receipt or any withdrawal of Deposited Securities represented by American Depositary Shares evidenced by such Receipt until such payment is made, and may withhold any dividends or other distributions, or may sell for the account of the Owner or Beneficial Owner thereof any part or all of the Deposited Securities represented by the American Depositary Shares evidenced by such Receipt, and may apply such dividends or other distributions or the proceeds of any such sale in payment of such tax or other governmental charge and the Owner or Beneficial Owner of such Receipt shall remain liable for any deficiency.

  • Beneficial Owner; Registered Holder Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant shall be registered upon the Warrant Register (“registered holder”), as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other writing on the Warrant Certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. Any person in whose name ownership of a beneficial interest in the Warrants evidenced by a Book-Entry Warrant Certificate is recorded in the records maintained by the Depository or its nominee shall be deemed the “beneficial owner” thereof; provided, that all such beneficial interests shall be held through a Participant which shall be the registered holder of such Warrants. As used herein, the term “Holder” refers only to a registered holder of the Warrants.

  • Member The Member owns 100% of the limited liability company interests in the Company.