Ownership, Due Authorization and Transfer of Subject Interests Sample Clauses

Ownership, Due Authorization and Transfer of Subject Interests. (a) CEPH is the record and beneficial owner of the Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Company LLC Agreement or those arising under applicable securities Laws). CEPH has the power, authority and legal capacity to sell, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to the Buyer Parties good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Company LLC Agreement or those arising under applicable securities Laws).
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Ownership, Due Authorization and Transfer of Subject Interests. (a) Each Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 1.01, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV LLC Agreement or those arising under applicable securities Laws). Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Subject Interests held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV LLC Agreement and those arising under applicable securities Laws).
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Ownership, Due Authorization and Transfer of Subject Interests. (a) Contributor is the record and beneficial owner, free and clear of any and all Encumbrances (other than Encumbrances existing under Contributor’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing), of (a) 100% of the equity interests in (i) Marketing LLC, (ii) Pipeline LLC and (iii) ERGS and (b) 100% of the limited partner interests in (i) Pipeline LP and (ii) Midstream LP. Pipeline LLC is the beneficial owner of 100% of the general partner interests in Pipeline LP and Midstream LP, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Contributor Credit Agreement that will be released in full at Closing). Subject to receipt of the Unitholder Approval, Contributor has the power, authority and legal capacity to contribute, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to Acquirer good title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement and those arising under applicable securities Laws). The Subject Interests constitute all of Contributor’s ownership interests in the Midstream Entities.
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Ownership, Due Authorization and Transfer of Subject Interests. (a) Each Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 1.01, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or arising under applicable securities Laws). The Subject Interests are the only interests in AMV, the Partnership, or any Affiliate thereof owned by the Sellers or their Affiliates. Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Subject Interests held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or arising under applicable securities Laws).
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Ownership, Due Authorization and Transfer of Subject Interests. (a) Company GP and Company LP are the record and beneficial owners of all of the issued and outstanding Company GP Interests and Company LP Interests, respectively, free and clear of any and all Encumbrances (other than Encumbrances existing under the Organizational Documents of each Seller, the ATAX Partnership Agreement and those arising under applicable securities Laws). Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Subject Interests held by it as provided in this Agreement. Upon delivery of the Purchase Price in exchange for the Subject Interests, each Seller will convey to Purchaser on the Closing Date good and marketable title to the Subject Interests held by it, free and clear of any and all Encumbrances, in accordance with the Organizational Documents of the respective Seller, the ATAX Partnership Agreement and applicable securities Laws.
Sample 1
Ownership, Due Authorization and Transfer of Subject Interests. (a) Such Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 2.01, free and clear of any and all Encumbrances (other than Encumbrances existing under the Current Oxford GP LLC Agreement (as defined herein) or the Investor Rights Agreements or those arising under applicable securities Laws). Such Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Subject Interests held by it as provided in this Agreement. Upon delivery of the Closing Purchase Price in exchange for the Subject Interests, such Seller will convey to the Buyer on the Closing Date good and marketable title to the Subject Interests held by it, free and clear of any and all Encumbrances (other than applicable Encumbrances existing under the Partnership Agreement, the Current Oxford GP LLC Agreement and those arising under applicable securities Laws).
Sample 1
Ownership, Due Authorization and Transfer of Subject Interests. (a) Seller is the record and beneficial owner of the Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Seller Credit Agreement that will be released in full at Closing without any Liability in respect thereof on Buyer, any Acquired Company or any of their respective Affiliates). Seller has the power, authority and legal capacity to sell, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to Buyer good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement and those arising under applicable securities Laws). As of the date hereof, the Subject Interests and the Additional Interests constitute all of the Subordinated Units and Common Units held or owned, beneficially or of record, by the Seller and its Affiliates and as of the Closing, the Subject Interests constitute all of the Subordinated Units and Common Units held or owned, beneficially or of record, by the Seller and its Affiliates.
Sample 1
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Ownership, Due Authorization and Transfer of Subject Interests. (a) Seller is the record and beneficial owner of the Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the CMV Company Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Seller Credit Agreement that will be released in full at Closing without any Liability in respect thereof on any Buyer Party, Acquired Company or any of their respective Affiliates). Seller has the power, authority and legal capacity to sell, transfer, assign and deliver such Subject Interests as provided in this Agreement, and such delivery will convey to the Buyer Parties good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the CMV Company Agreement and those arising under applicable securities Laws).
Sample 1

Related to Ownership, Due Authorization and Transfer of Subject Interests

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Ownership Rights Nothing contained in this Agreement shall be construed as (a) establishing or granting to Registry Operator any property ownership rights or interests of Registry Operator in the TLD or the letters, words, symbols or other characters making up the TLD string, or (b) affecting any existing intellectual property or ownership rights of Registry Operator.

  • Trust Certificates and Transfer of Interests SECTION 3.01 [Reserved].

  • Restricted Securities Owners/Ownership Restrictions From time to time or upon request of the Depositary, the Company shall provide to the Depositary a list setting forth, to the actual knowledge of the Company, those persons or entities who beneficially own Restricted Securities and the Company shall update such list on a regular basis. The Depositary may rely on such list or update but shall not be liable for any action or omission made in reliance thereon. The Company agrees to advise in writing each of the persons or entities who, to the knowledge of the Company, holds Restricted Securities that such Restricted Securities are ineligible for deposit hereunder and, to the extent practicable, shall require each of such persons to represent in writing that such person will not deposit Restricted Securities hereunder. Holders and Beneficial Owners shall comply with any limitations on ownership of Shares under the Memorandum and Articles of Association or applicable Cayman Islands law as if they held the number of Shares their ADSs represent. The Company shall, in accordance with Article (24) of the Receipt, inform Holders and Beneficial Owners and the Depositary of any other limitations on ownership of Shares that the Holders and Beneficial Owners may be subject to by reason of the number of ADSs held under the Articles of Association or applicable Cayman Islands law, as such restrictions may be in force from time to time. The Company may, in its sole discretion, but subject to applicable law, instruct the Depositary to take action with respect to the ownership interest of any Holder or Beneficial Owner pursuant to the Memorandum and Articles of Association, including but not limited to, the removal or limitation of voting rights or the mandatory sale or disposition on behalf of a Holder or Beneficial Owner of the Shares represented by the ADRs held by such Holder or Beneficial Owner in excess of such limitations, if and to the extent such disposition is permitted by applicable law and the Memorandum and Articles of Association; provided that any such measures are practicable and legal and can be undertaken without undue burden or expense, and provided further the Depositary’s agreement to the foregoing is conditional upon it being advised of any applicable changes in the Memorandum and Articles of Association. The Depositary shall have no liability for any actions taken in accordance with such instructions.

  • Ownership Interests The Borrower owns no interest in any Person other than the Persons listed in Schedule 8.4 hereto and additional Subsidiaries created or acquired after the Closing Date in compliance with Section 9.21 hereof.

  • Transfer of Partnership Interests The foregoing power of attorney shall survive the delivery of an instrument of transfer by any Partner of the whole or any portion of or interest in its Partnership Interest, except that (i) where a Partner becomes a Former Partner, or (ii) where a Transferee of such Partnership Interest has been approved as a successor Partner and the Transferor shall thereupon cease being a Partner (all in accordance with this Agreement), then the power of attorney of the Former Partner or the Transferor Partner, as the case may be, shall survive the cessation of Partner status or the delivery of such instrument of transfer, as the case may be, for the sole purpose of enabling the attorneys-in-fact for such Former Partner or the Transferor Partner (or any of them) to execute, swear to, acknowledge and file any and all instruments necessary to effectuate or reflect such cessation, transfer and succession.

  • Certificate and Transfer of Interest 8 SECTION 3.1. Initial Ownership..................................................... 8 SECTION 3.2. The Certificate....................................................... 8 SECTION 3.3. Authentication of Certificate......................................... 8 SECTION 3.4. Registration of Transfer and Exchange of Certificate.................. 9 SECTION 3.5. Mutilated, Destroyed, Lost or Stolen Certificates..................... 9 SECTION 3.6.

  • Ownership of Subject Shares As of the date hereof, such Shareholder is, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will be, the beneficial owner of, and has, and will have, good and marketable title to, such Shareholder’s Subject Shares with no restrictions on such Shareholder’s rights of disposition pertaining thereto, except as may be otherwise set forth on Annex I hereto. Other than as provided in this Agreement or as set forth on Annex I hereto, such Shareholder has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, with respect to such Shareholder’s Subject Shares, the sole power, directly or indirectly, to vote, dispose of, exercise and convert, as applicable, such Subject Shares, and to demand or waive any appraisal rights or issue instructions pertaining to such Subject Shares with respect to the matters set forth in this Agreement, in each case with no limitations, qualifications or restrictions on such rights, and, as such, has, and (except with respect to any Subject Shares Transferred in accordance with Section 1.2 hereof) at all times during the term of this Agreement will have, the complete and exclusive power to, directly or indirectly (a) issue (or cause the issuance of) instructions with respect to the matters set forth in Section 1.4 hereof and (b) agree to all matters set forth in this Agreement. Except to the extent of any Subject Shares acquired after the date hereof (which shall become Subject Shares upon that acquisition) or as set forth on Annex I hereto, the number of Shares set forth on Annex I opposite the name of such Shareholder are the only Shares beneficially owned by such Shareholder as of the date of this Agreement. Other than the Subject Shares and any Shares that are the subject of unexercised Company Stock Options and any Company RSUs held by such Shareholder (the number of which is set forth opposite the name of such Shareholder on Annex I) or as set forth on Annex I hereto, such Shareholder does not own any Shares or any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no interest in or voting rights with respect to any securities of the Company. Except as may be required pursuant to award agreements relating to Unvested Restricted Stock, there are no agreements or arrangements of any kind, contingent or otherwise, to which such Shareholder is a party obligating such Shareholder to Transfer or cause to be Transferred, any of such Shareholder’s Subject Shares. No Person has any contractual or other right or obligation to purchase or otherwise acquire any of such Shareholder’s Subject Shares.

  • Organization and Ownership of Shares of Subsidiaries (a) Schedule 5.4 is (except as noted therein) a complete and correct list of the Company’s Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of its organization, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary.

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