Ownership of the Interests. Subject to Section 13.1 and the other provisions of this Agreement, should Closing occur, Sellers shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds), and shall be subject to the duties and obligations of such ownership attributable to the Interests for the period of time prior to the Effective Time and Buyer shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds) and shall be subject to the duties and obligation of such ownership attributable to the Interests for the period of time from and after the Effective Time. All expenses and costs, including, without limitation, all ad valorem, property, production, severance, and similar taxes and assessments based upon or measured by the ownership of the Interests, the production of hydrocarbons, or the receipt of proceeds therefrom) attributable to the Interests, shall be: (i) paid by or allocated to Sellers if incurred or accruing with respect to operations conducted prior to the Effective Time; or (ii) paid by or allocated to Buyer if incurred or accruing with respect to operations conducted after the Effective Time. All hydrocarbons in storage facilities above or upstream from the pipeline connection to each storage facility, or downstream of delivery point sales meters on gas pipelines, as of the Effective Time, shall belong to Sellers. All of the hydrocarbons placed in such storage facilities or upstream of the aforesaid meters on pipelines after the Effective Time shall belong to Buyer and shall become a part of the Interests. In order to accomplish the foregoing allocation of production, the parties shall rely upon the records maintained by the operator of the relevant Interest, unless such records are demonstrated to be inaccurate.
Ownership of the Interests. The Contributor is the sole record owner of the Holdings Interests to be transferred by the Contributor, free and clear of any Encumbrances and has good and valid title to such Holdings Interests. Holdings is the sole record owner of the Participating Entity Interests (or is the sole record owner of all of the ownership interests in any entity owning Participating Entity Interests), which are held free and clear of any Encumbrances, other than Encumbrances that will be released at or prior to Closing, and for which Holdings has good and valid title.
Ownership of the Interests. The Contributor is the sole record owner of the SCP III Interests to be transferred by the Contributor, free and clear of any Encumbrances and has good and valid title to such SCP III Interests.
Ownership of the Interests. Such Seller is the sole record and beneficial owner of, and has good and valid title to, the Interests set forth opposite such Seller’s name on Schedule 1 hereto, free and clear of any Liens (other than Permitted Liens). Upon delivery of such Seller’s Interests to the Purchaser on the Closing Date and upon payment therefor on the Closing Date in accordance with this Agreement, the Purchaser will acquire such Seller’s Interests free and clear of any Liens (other than Permitted Liens). Such Seller does not hold the Interests set forth opposite such Seller’s name on Schedule 1 in certificated form.
Ownership of the Interests. The Seller holds of record, owns beneficially, and has good, valid and marketable title to the Interests, free and clear of all Liens (other than Liens in effect on or prior to the Closing Date that will be released upon payment of the Purchase Price and restrictions on transfer that may be imposed by state or federal securities Laws).
Ownership of the Interests. The Seller owns the Interests free and clear of any and all Liens (other than transfer restrictions under applicable Laws).
Ownership of the Interests. Assignor is the sole record owner of the Interests, free and clear of any and all liens, claims, charges and encumbrances.
Ownership of the Interests. The Shareholder owns all of his/her/its Interests, free and clear of all liens and encumbrances, and has the absolute right and authority to transfer such Interests to GoIP.
Ownership of the Interests. Seller is the record and beneficial owner of the Interests, and will transfer and deliver to Buyer at the Closing valid title to the Interests, free and clear of any Lien.
Ownership of the Interests. Each Seller acknowledges that it has received the Purchase Price Letter from BPI and that it owns, beneficially and of record, all of the Interests shown in the Purchase Price Letter as owned by such Seller, free and clear of any Liens, other than those set forth on Schedule 8.3. Each Seller acknowledges and agrees that the amount set forth next to such Seller's name under the heading "% profit ownership in Bear Paw" in the Purchase Price Letter accurately reflects such Seller's percentage profit ownership in BPI, determined in accordance with the Operating Agreement of BPI dated January 20, 2000 among the members of BPI (the "OPERATING AGREEMENT"). From and after the Closing, each Seller releases BPI, BPE, NBP and NBILP from any claim that it may be entitled to a different Percentage Amount or that (prior to taking into account Section 4.3(d) and Section 4.5) it is entitled to a different amount of cash or Common Units from that set forth in the Purchase Price Letter (except to the extent that the amounts placed in escrow are more than or less than $3,500,000). Upon the transfer of such Seller's Interests to NBP as contemplated by this Agreement, good and marketable title thereto will be vested in NBP free and clear of any Lien whatsoever, except those created by or claimed through NBP. The Interests owned by such Seller are not subject to any voting trust, voting agreement or other agreement with respect to the voting thereof, nor is any proxy in existence with respect to any such Interests, except as described on Schedule 8.3. There are no actions, suits, proceedings or claims pending or, to such Seller's Knowledge, threatened against such Seller or, to such Seller's Knowledge, pending or threatened against any of the Bear Paw Entities with respect to or in any manner affecting the ownership by such Seller of such Seller's Interests or Seller's rights or powers to transfer all of such Interests to NBP in accordance with this Agreement. Such Seller represents that the joinder of no Person is required to transfer full record and beneficial ownership of such Seller's Interests to NBP. Such Seller has the full legal right and authority to sell, transfer and assign such Interests to NBP free and clear of all Liens, claims, or encumbrances.
