Ownership of the Units. (a) As of the Cut-Off Date, good and valid ownership of each Unit will be validly and effectively vested in the Origination Trust, free and clear of all Adverse Claims, except for Permitted Liens (and no Adverse Claim, other than an Adverse Claim of the type described in clause (1)(f) of the definition of Permitted Liens, shall be noted on the certificate of title for any Vehicle included in any such Unit).
Ownership of the Units. Seller owns the Units beneficially and of record, free and clear of any liens, claims or encumbrances of any kind (collectively, “Encumbrances”). Upon the sale in accordance with, and payment pursuant to, the terms hereof, the Purchaser will receive good title to the Units, free and clear of all Encumbrances, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) Encumbrances imposed due to the actions of the Purchaser, and the sale of the Units to the Purchaser is not subject to any preemptive rights or rights of first refusal or other similar rights.
Ownership of the Units. The Partnership has, and immediately prior to any Delivery Date on which the Partnership is selling Units, the Partnership will have, good and marketable title to the Units to be sold by the Partnership hereunder on such Delivery Date, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.
Ownership of the Units. Immediately prior to any Delivery Date on which the Company is selling Units, the Company will have, good and marketable title to the Units to be sold by the Company hereunder on such Delivery Date, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.
Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Units to be sold by the Company hereunder on the Closing Date or Additional Closing 18 Date, as the case may be, 4,401,250 Subordinated Units and the right to receive the Incentive Distributions, free and clear of all Liens, except (i) as of the date this Agreement, the Pledge and (ii) as of the Closing Date or any Additional Closing Date, as the case may be, for the Pledge of any Units not required to be delivered on such date, and has full power and authority to sell its interest in the Units.
Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to the Trust Units to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever, and the Company has full power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.
Ownership of the Units. The Selling Unitholder has, and immediately prior to any Delivery Date on which the Selling Unitholder is selling Units will have, (i) a valid “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens and (ii) legal right, power and capacity (if the Selling Unitholder is an individual) and corporate, limited liability company, partnership or similar power and authority (if the Selling Unitholder is not an individual), to sell, transfer and deliver the Units to be sold by the Selling Unitholder, and has duly and irrevocably authorized the Partnership, on behalf of such Selling Unitholder to deliver the Units to be sold by such Selling Unitholder pursuant to this Agreement and receive payment therefore pursuant hereto.
Ownership of the Units. The Partnership has, and immediately prior to the distribution by the Selling Unitholders of the Units, the Partnership will have, good and marketable title to the Units to be distributed by the Partnership in connection with the offer and sale of the Units by the Selling Unitholders, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.
Ownership of the Units. Except as set forth on Section 3.04 of the Schedules, Seller (a) owns, directly or indirectly, the Canyon Fuel Interest, which interest is owned, beneficially and of record, by Seller free and clear of all Liens (other than Liens created by or on behalf of Buyer), other than applicable federal and state securities law restrictions, and (b) on the Closing Date, will own the Newco Interest, which interest will be owned, beneficially and of record, by Seller free and clear of all Liens (other than Liens created by or on behalf of Buyer), other than applicable federal and state securities law restrictions. Seller has full legal right to assign and transfer the Units to Buyer and will, upon delivery or assignment of the Units to Buyer pursuant to the terms hereof, transfer to Buyer good and valid title to the Units free and clear of all Liens (other than Liens created by or on behalf of Buyer).
Ownership of the Units. Each Seller owns the Units ascribed to it on Schedule 1.1, beneficially and of record, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance. Except as described in the Disclosure Statement, there are no shareholder or other agreements affecting the right of any Seller to convey the Units to Buyer or any other right of any Seller with respect to the Units, all of which agreements shall be terminated prior to Closing, and each Seller has the absolute right, authority, power and capacity to sell, assign and transfer the Units owned by such Seller to Buyer free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance (except for restrictions imposed generally by applicable securities laws). Upon delivery to Buyer of the certificates for the Units at the Closing, Buyer will acquire good, valid and marketable title to the Units, free and clear of any restriction, mortgage, deed of trust, pledge, lien, security interest or other charge, claim or encumbrance (except for applicable securities laws restrictions).