OWNERSHIP OF THE PARTNERSHIP INTERESTS Sample Clauses

OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Contributor is the sole owner of the Partnership Interest and has good and valid title to such Partnership Interest, free and clear of all Liens, other than Permitted Liens.
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OWNERSHIP OF THE PARTNERSHIP INTERESTS. Each of the Contributors has assigned prior to the date hereof or will have assigned prior to the Closing, all direct and indirect interests owned (constructively or beneficially) by them in the Properties to Philadelphia. As a result, effective immediately prior to the Closing, Philadelphia is the sole owner of the Partnership Interests and owns the Partnership Interests free and clear of any Liens of any nature and has full power and authority to convey the Partnership Interests to the Operating Partnership free and clear of any Liens, and, upon delivery of consideration for the Partnership Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens except Liens created in favor of the Operating Partnership by the transactions contemplated hereby. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding to which Contributor is a party (i) relating to the Partnership Interests or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise the Partnership Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interests or other equity interests or profit participation of any kind in any of the Partnerships. Contributor will not consent to join in or in any way effect the transfer of any Property Interest or Partnership Interest prior to the Closing. Other than with respect to 740 South Olive in Los Angeles, California and Playa Vista, Californxx (xxxxxxxxx Xxxxx'x Xxxx), xxxx xx xxxxx Contributor will continue to own after the Closing, and indirect interests in entities which have an indirect interest in the properties referred to as Gas Company Tower in Los Angeles, California and Solana in Dallas, Texas (which entities are anticipated to merge with the Operating Partnership contemporaneously with the Public Offering, following which Contributor will have no interest in such properties), and other than with respect to any rights or interests which are the subject of the RFM Option Agreement, no Contributor, nor any entity which is an Affiliate of any Contributor, has any equity interest, either direct or indirect, in the Properties, except for the Partnership Interests which are the subject of this Agreement, or rights or interests in any other assets owned and contro...
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OWNERSHIP OF THE PARTNERSHIP INTERESTS. Contributor is the sole owner of the Partnership Interests and owns the Partnership Interests free and clear of any Liens of any nature and has full power and authority to convey the Partnership Interests to the Operating Partnership free and clear of any Liens, and, upon delivery of consideration for the Partnership Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens except Liens created in favor of the Operating Partnership by the transactions contemplated hereby. There are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding to which Contributor is a party (i) relating to the Partnership Interests or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise the Partnership Interests or any securities or obligations of any kind convertible into any of the interests which comprise the Partnership Interests or other equity interests or profit participation of any kind in any of the Partnerships. Contributor will not consent to join in or in any way effect the transfer of any Property Interest or Partnership Interest prior to the Closing. No Contributor, nor any entity which is an Affiliate of any Contributor, has any equity interest, either direct or indirect, in the Properties, except for the Partnership Interests which are the subject of this Agreement, or rights or interests in any other assets owned and controlled, directly or indirectly by Robert F. Maguire III.
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OWNERSHIP OF THE PARTNERSHIP INTERESTS. Good title to the Partnership Interests is owned by Winthrop free and clear of all pledges, security interests, liens, charges, encumbrances, restrictions and claims of every kind other than the liabilities and obligations applicable to the ownership of the Partnership Interests as set forth in the Partnership Agreement.
Sample 1
OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Selling Partner represents and warrant that are the owners of the Partnership Interests, which are free and clear of all security interests, liens, encumbrances, restrictions, claims and rights of others. The execution and delivery to Purchaser of the Assignment attached hereto as EXHIBIT B (THE "ASSIGNMENT") will transfer to Purchaser full legal and equitable title thereto, free and clear of all liens, encumbrances, restrictions, claims and rights of all others.
Sample 1
OWNERSHIP OF THE PARTNERSHIP INTERESTS. With respect to contributions of partnership interests to the Partnership by the Primary Limited Partners, the Primary Limited Partners are the sole owners of such partnership interests and have good, valid and marketable title to such partnership interests, free and clear of all Liens. Such partnership interests have been issued in compliance with the applicable partnership agreements (as then in effect). Except as described in the Registration Statement, there are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or to otherwise acquire any securities or obligations of any kind convertible into any partnership interest or other equity interests or profit participation of any kind in, such partnerships.
Sample 1
OWNERSHIP OF THE PARTNERSHIP INTERESTS. The Partnership Interests constitute Seller's entire and only ownership interest in the Partnerships. Seller is the legal and beneficial owner of the Partnership Interests free and clear of all mortgages, liens, options, rights of first refusal, claims, encumbrances and other security arrangements or restrictions of any kind. Seller has not granted any outstanding rights to purchase the Partnership Interests and Seller is not a party to any agreement, arrangement or understanding restricting or otherwise relating to the transfer or voting of the Partnership Interests, except for agreements in the Partnership Agreements and the Mortgage Loan Documents.
Sample 1
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OWNERSHIP OF THE PARTNERSHIP INTERESTS. Such party is the record and beneficial owner of the Partnership Interests issued in such party's name with good and marketable title to such Partnership Interests, free and clear of any liens, charges, rights, pledges, claims and encumbrances of any nature whatsoever ("Liens"), other than the Purchase Option, the B Option granted hereby and as disclosed in Section 8.2 of the Securities Purchase Agreement (as defined in the Amended and Restated Partnership Agreement). All such Partnership Interests have been duly authorized and validly issued and, subject to applicable law, are fully paid and nonassessable. Other than the Purchase Options and the B Option granted hereby, there are no outstanding options, warrants, rights, puts, calls, commitments, conversion rights, plans or other agreements of any character to which such party is a party or otherwise bound which provide for the acquisition, disposition or issuance of any issued but not outstanding, outstanding, or authorized and unissued Partnership Interests.
Sample 1

Related to OWNERSHIP OF THE PARTNERSHIP INTERESTS

  • 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.

  • Partnership Interests Except as may otherwise be provided herein, each Partner’s percentage interest in the assets, profits, and distributions of the Partnership (“Partnership Interest”) shall be as set forth in Exhibit B attached hereto and incorporated herein by reference.

  • Transfers of Partnership Interests Except as the Partners may otherwise agree from time to time, a Partner may not Transfer all or any part of its Partnership Interest without the Consent of each other Partner, which Consent may be withheld in the sole discretion of each such other Partner.

  • Additional Partnership Interests If the Partnership issues Partnership Interests in accordance with Section 4.2 or 4.3, the distribution priorities set forth in Section 5.1 shall be amended, as necessary, to reflect the distribution priority of such Partnership Interests and corresponding amendments shall be made to the provisions of Exhibit B.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Shares; Membership Interests (a) The total of the membership interests in the Company shall be divided into (i) Class A Ordinary Shares having the rights and preferences as set forth herein (the “Class A Ordinary Shares”), (ii) Class A Preferred Shares having the rights and preferences as set forth herein (the “Class A Preferred Shares” and, together with the Class A Ordinary Shares, the “Class A Shares”), (iii) Class B Ordinary Shares having the rights and preferences as set forth herein (the “Class B Ordinary Shares”), and (iv) Class C Ordinary Share having the rights and preferences as set forth herein (the “Class C Ordinary Share” and, together with the Class A Ordinary Shares, the Class A Preferred Shares and the Class B Ordinary Shares, the “Shares” and each a “Share”). Class A Ordinary Shares, Class A Preferred Shares and Class B Ordinary Shares shall have the same rights, powers and duties, except as otherwise set forth in this Agreement. The number of Class A Ordinary Shares shall be limited to the maximum number of Class A Ordinary shares offered in the Offering, plus (i) the number of Class A Ordinary Shares which may be issued upon conversion of the Class A Preferred Shares, plus (ii) the number of Class A Ordinary Shares which may be issued upon conversion of the Class B Ordinary Shares. The number of Class A Preferred Shares shall be limited to the number of Class A Preferred Shares which may be issued pursuant to the Management Services Agreement. The number of Class B Ordinary Shares shall be limited to up to 1,000. The number of Class C Ordinary Shares shall be limited to one. Class A Preferred Shares issued pursuant to the Management Services Agreement (“ASA Shares”) may be subject to vesting provisions as set forth in the Management Services Agreement. The Shares of the Members shall be as set forth on Exhibit A attached hereto, which may be updated as set forth herein. For the avoidance of doubt, in the event that all of the Class A Ordinary Shares are not sold pursuant to the Offering, the Board shall, upon the final closing of the Offering, issue a number of Class A Ordinary Shares to the Initial Member equal to the aggregate number of Class A Ordinary Shares that remain unsold in the Offering, as repayment in full of any and all obligations owing to the Initial Member in respect of advances made to acquire the Artwork and true-up fees payable to the Initial Member. The name and mailing address of each Member or such Member’s representative shall be listed on the books and records of the Company maintained for such purpose by the Company or the Transfer Agent.

  • 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.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

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

  • Partnership Units Each Partner shall own Partnership Units in the amounts set forth for such Partner in Exhibit A and shall have a Percentage Interest in the Partnership as set forth in Exhibit A, which Percentage Interest shall be adjusted in Exhibit A from time to time by the General Partner to the extent necessary to reflect accurately redemptions, additional Capital Contributions, the issuance of additional Partnership Units or similar events having an effect on the number of Partnership Units held by, and the Percentage Interest of, any Partner. Each Partnership Unit shall entitle the holder thereof to one vote on all matters on which the Partners (or any portion of the Partners) are entitled to vote under this Agreement.

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