Ownership of Shares and Transferred Assets 10 Sample Clauses

Ownership of Shares and Transferred Assets 10. 5.1 The Shares Seller is the sole legal and beneficial owners of the Shares, free and clear of Encumbrances, and has the right to exercise all voting rights and other rights over the Shares, including the full legal right, authority and power to sell, transfer and convey the Shares to the Purchaser in accordance with the terms of this Agreement. 10.5.2 The Assets Seller are the sole legal and beneficial owners of the Transferred Assets, free and clear of Encumbrances, and have the right to own, operate or Transfer the Transferred Assets, including the full legal right, authority and power to sell, transfer and convey the Transferred Assets to the Purchaser in accordance with the terms of this Agreement. 10.5.3 There are no Proceedings pending or threatened in writing or Order against any of the Sellers, which (i) relate in any way to the Sellersownership of the Shares or the Transferred Assets, (ii) seeks to restrain or enjoin the consummation of the

Related to Ownership of Shares and Transferred Assets 10

  • Definitions As used in this Agreement, the following terms shall have the following meanings:

  • NOW, THEREFORE the parties hereto agree as follows:

  • WHEREAS the Trust is an open-end management investment company registered under the Investment Company Act of 1940, as amended (the "1940 Act"); and

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

  • Governing Law This Agreement shall be governed by and construed in accordance with the laws of the State of New York.

  • Notices All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given (i) if delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed, or (ii) mailed by certified or registered mail with postage prepaid, on the third (3rd) business day after the date on which it is so mailed:

  • IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the day and year first above written.

  • Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.