Status of Interests Sample Clauses

Status of Interests. The partnership interests of the Partnership are as set forth in Schedule M attached hereto, the Partnership Interests constitute 100% of such partnership interests, and the Partnership Interests are owned (of record and beneficially) by Seller. The Partnership Interests are duly authorized, validly issued, fully paid, nonassessable, and free and clear of liens and encumbrances of any nature. Neither Seller nor the Partnership has or is bound by any (a) outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any partnership interest or any other equity security of the Partnership, or (b) securities convertible into, exchangeable for, or representing the right to subscribe for, purchase or otherwise receive, any partnership interest or any other equity security of the Partnership, or obligating it to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. Seller has at all times treated the Partnership as a partnership or disregarded entity for federal income tax purposes, and will not make any election to treat the Partnership as other than a partnership or disregarded entity.
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Status of Interests. Interests shall be deemed to be personal property giving only the rights provided in this instrument. The names of all of the Partners and the amounts of their respective Interests in the Partnership and Units held by them from time to time shall be set forth in the books and records of the Partnership. Every Partner by virtue of having become a Partner shall be held to have expressly assented and agreed to the terms of this Agreement and to have become a party to this Agreement.
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Status of Interests. On the date hereof, all outstanding interests in CVX LLC are owned by Ford and GM, such interests are free and clear of all liens and encumbrances and such interests will be transferred to Holdco pursuant to the terms of this Agreement free and clear of all liens and encumbrances. CVX LLC does not own any equity interest or other interest in any other Entity.
Sample 1
Status of Interests. The Packer Partnership Interest is owned (of record and beneficially) by Packer; the Xxxxxxx Partnership Interest is owned (of record and beneficially) by Xxxxxxx; and the Shoreline Partnership Interest is owned (of record and beneficially) by Shoreline. The Partnership Interests are duly authorized, validly issued, fully paid, nonassessable, and free and clear of liens and encumbrances of any nature. Seller is not bound by any (a) outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any partnership interest or any other equity security of the Partnership, or (b) securities convertible into, exchangeable for, or representing the right to subscribe for, purchase or otherwise receive, any partnership interest or any other equity security of the Partnership, or obligating it to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. A/72601421.7
Sample 1
Status of Interests. The partnership interests of the Partnership are as set forth in Schedule 4.15 attached hereto. 96.474774% of such partnership interests are owned (of record and beneficially) by Seller and 3.525226% of such partnership interests are owned (of record and beneficially) by the Individual Limited Partners (the “ILP Interests”). The Partnership Interests and the ILP Interests constitute 100% of the partnership interests in the Partnership. The Partnership Interests are duly authorized, validly issued, fully paid, nonassessable, and free and clear of liens and encumbrances of any nature. Neither Seller nor the Partnership has or is bound by any (a) outstanding subscriptions, options, warrants, calls, commitments or agreements of any character calling for it to issue, deliver or sell, or cause to be issued, delivered or sold, any partnership interest or any other equity security of the Partnership, or (b) securities convertible into, exchangeable for, or representing the right to subscribe for, purchase or otherwise receive, any partnership interest or any other equity security of the Partnership, or obligating it to grant, extend or enter into any such subscriptions, options, warrants, calls, commitments or agreements. General Partner has at all times treated the Partnership as a partnership for federal income tax purposes, and will not make any election to treat the Partnership as other than a partnership.
Sample 1
Status of Interests. The Units issued pursuant to this Agreement (including additional Units hereafter authorized and issued) shall be deemed to be fully paid and non-assessable if the entire amount of consideration therefore has been received by the Company.
Sample 1

Related to Status of Interests

  • Pooling of Interests Each of the Company and Parent will use reasonable efforts to cause the transactions contemplated by this Agreement, including the Merger, to be accounted for as a pooling of interests under Opinion 16 of the Accounting Principles Board and applicable SEC rules and regulations, and such accounting treatment to be accepted by each of the Company's and Parent's independent public accountants, and by the SEC, respectively, and each of the Company and Parent agrees that it will voluntarily take no action that would cause (to its knowledge after consultation with its independent public accountants) such accounting treatment not to be obtained.

  • OWNERSHIP INTERESTS OF INTERESTED PERSONS COMPETITORS. . . . . . . . . . 9 2.28 PAYORS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9

  • Sale of Interests The Tax Partners agree that any sale by a Tax Partner of any ownership interest in a Certificate shall be deemed to be a sale of all or a portion of such Tax Partner's interest in the Tax Partnership.

  • Purchase of Interests Any of the Advisor, its principals and employees may, in its discretion, purchase Interests in the Trust.

  • Certificates and Transfer of Interests 9 Section 3.1 Initial Ownership 9 Section 3.2 The Certificates 9 Section 3.3 Authentication of Certificates 10 Section 3.4 Registration of Certificates; Transfer and Exchange of Certificates 10 Section 3.5 Mutilated, Destroyed, Lost or Stolen Certificates 12 Section 3.6 Persons Deemed Owners 13 Section 3.7 Access to List of Certificateholders’ Names and Addresses 13 Section 3.8 Maintenance of Office or Agency 14 Section 3.9 Appointment of Paying Agent 14

  • Assignment of Interests The Limited Partner and the Special Limited Partner shall have the right to assign all or any part of their respective Interests to any other Person, whether or not a Partner, upon satisfaction of the following:

  • Payment of Interest The Borrower to which a Loan has been made shall pay accrued interest on that Loan on the last day of each Interest Period (and, if the Interest Period is longer than six Months, on the dates falling at six monthly intervals after the first day of the Interest Period).

  • Transfer of Interests The Member may sell, assign, pledge, encumber, dispose of or otherwise transfer all or any part of the economic or other rights that comprise its Interest. The transferee shall have the right to be substituted for the Member under this Agreement for the transferor if so determined by the Member. No Member may withdraw or resign as Member except as a result of a transfer pursuant to this Section 7 in which the transferee is substituted for the Member. None of the events described in Section 18-304 of the Act shall cause the Member to cease to be a Member of the Company.

  • Designation of Interests in the REMICs The Depositor hereby designates the Classes of Senior Certificates (other than the Class CB-IO, Class PO, Class SES, Class 1-A-R and Class 1-A-LR Certificates) and the Classes of Class 30-B Certificates, the Classes of Class 4-B Certificates and each Component as "regular interests" and the Class 1-A-R Certificate as the single class of "residual interest" in the Upper-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively. The Depositor hereby further designates the Class 1-LA Interest, Class 1-LB Interest, Class 1-LPO Interest, Class 1-LWIO Interest, Class 1-LSES Interest, Class 2-LA Interest, Class 2-LB Interest, Class 2-LPO Interest, Class 2-LWIO Interest, Class 2-LSES Interest, Class 3-LA Interest, Class 3-LB Interest, Class 3-LPO Interest, Class 3-LWIO Interest, Class 3-LSES Interest, Class 4-LA Interest, Class 4-LB Interest, Class 4-LPO Interest, Class 4-LWIO Interest and Class 4-LSES Interest as classes of "regular interests" and the Class 1-A-LR Certificate as the single class of "residual interest" in the Lower-Tier REMIC for the purposes of Code Sections 860G(a)(1) and 860G(a)(2), respectively.

  • 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.

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