Ownership of the Contributed Assets Sample Clauses

Ownership of the Contributed Assets. The Contributor has good and marketable title to all of the Contributed Assets and such title to the Contributed Assets will be transferred at the Closing to SPLLC free and clear of all Encumbrances.
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Ownership of the Contributed Assets. The Contributor owns the Contributed Assets free and clear of any Encumbrances and has good and valid title to such Contributed Assets. At the Closing, upon receipt of the consideration contemplated by this Agreement, the Contributor will have transferred the Contributed Assets to the Company free and clear of all Encumbrances.
Ownership of the Contributed Assets. The Company is a newly formed entity that shall have no assets, liabilities or operations prior to the consummation of the transactions contemplated under the Contribution Agreement. Except as set forth on Schedule 4.4(b) of the Disclosure Letter, as of the Closing Date, the Company will have good and indefeasible title to the Contributed Assets free and clear of all Encumbrances, other than Permitted Encumbrances. As of the Closing Date, the Company shall have no assets or liabilities other than those related to the Business. Except as set forth on Schedule 4.4(b) of the Disclosure Letter, the Contributed Assets and the assets owned by the Converted Companies are owned free and clear of all Encumbrances, other than Permitted Encumbrances, and are in reasonably good repair and operating condition (subject to reasonable wear and tear).
Ownership of the Contributed Assets. As of the Closing Date, the Company will own the Contributed Assets free and clear of all Encumbrances. Except for the accounts receivable being retained by Seller, the Retained Intellectual Property (which will be licensed to the Company pursuant to the Intellectual Property License) and the non-U.S. assets that Purchaser and Seller mutually agree will not be acquired by the Company as contemplated by Section 2.2, the Contributed Assets constitute all of the assets used by Seller in the Business and are sufficient for the continued operation of the Business following the Closing in substantially the same manner as the Business is conducted as of the date of this Agreement.

Related to Ownership of the Contributed Assets

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

  • 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.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • 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 the Property Borrower shall take all necessary action to retain title to the Property and the related Collateral irrevocably in Borrower, free and clear of any Liens other than Permitted Liens. Borrower shall warrant and defend the title to the Property and every part thereof, subject only to Permitted Liens, in each case against the claims of all Persons whomsoever.

  • 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 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.

  • Ownership of the Leased Property Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease.

  • Ownership of Company Property The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine.

  • Ownership of Assets of the Trust Title to all of the assets of the Trust shall at all times be considered as vested in the Trust, except that the Trustees shall have power to cause legal title to any Trust Property to be held by or in the name of one or more of the Trustees, or in the name of the Trust, or in the name of any other Person as nominee, on such terms as the Trustees may determine. Upon the resignation, incompetency, bankruptcy, removal, or death of a Trustee he or she shall automatically cease to have any such title in any of the Trust Property, and the title of such Trustee in the Trust Property shall vest automatically in the remaining Trustees. Such vesting and cessation of title shall be effective whether or not conveyancing documents have been executed and delivered. The Trustees may determine that the Trust or the Trustees, acting for and on behalf of the Trust, shall be deemed to hold beneficial ownership of any income earned on the securities owned by the Trust, whether domestic or foreign.

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