The Interests. Owner represents and acknowledges that it holds certain oil and gas leasehold interests, appurtenant rights, and other economic interests in the oil and gas leases and xxxxx (the “Interests”) set forth in Exhibit A hereto.
The Interests. Subject to the terms, conditions, reservations, and ------------- exceptions specified in this Agreement, Seller shall sell and Purchaser shall purchase as of the Effective Time all of Seller's right, title and interest in and to the following assets described in Subsections 2.01(a) through 2.01(h) (collectively called the "Interests"):
The Interests. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to GM and FIM, respectively, and GM and FIM, respectively, agrees to purchase from the Company, the GM Interest and FIM Interest, respectively, for the aggregate GM Purchase Price and aggregate FIM Purchase Price, respectively, on the Closing Date. The GM Interest and FIM Interest shall be issued to each of GM and FIM, respectively, pursuant to Article II hereof and shall be subject to the terms and provisions of the LLC Agreement. The obligations of GM and FIM herein shall be several and not joint.
The Interests. Bulk Ships has good and valid title to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, there is no further obligation to make any capital contribution to the applicable Vessel Owning Subsidiary.
The Interests. OSGM has good and valid title to the ATC Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the ATC Interest, there is no further obligation to make any capital contribution to the ATC.
The Interests. The Units when issued and sold pursuant to the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid, and nonassessable, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, other than as will be set forth in the Amended and Restated Operating Agreement of KCCO, to be dated as of the Closing Date (the “Operating Agreement”), pursuant to applicable state and federal securities laws, and liens or encumbrances created by or imposed by KCCO.
The Interests. Other than the Interests, StemVax has not issued any other membership interest or other securities (“Securities”). StemVax has not issued and there is not outstanding any option, warrant or convertible securities or other right to purchase or convert any obligation into Securities, and StemVax has not agreed to issue or sell any additional Securities. The Interests are free and clear of all liens, encumbrances, charges and assessments of every nature. No person or entity has any right to acquire the Interests.
The Interests. Except as disclosed on Schedule 3.7, SM Energy has legal, beneficial and record title to the Interests, free and clear of any Encumbrances, and there are no other contracts or commitments that could require SM Energy to sell, transfer or otherwise dispose of the Interests, other than this Agreement. SM Energy has the power, authority and legal capacity to sell, transfer, assign and deliver the Interests as provided in this Agreement and, upon consummation of the transactions contemplated hereby, such delivery will convey to Buyer, and Buyer will acquire, good and valid title to the Interests free and clear of any Encumbrances, other than restrictions on transfer that may be imposed by federal or state securities Laws.
The Interests. Subject to the terms, conditions, reservations and exceptions set forth in this Agreement, each Seller shall sell, transfer, assign, convey and deliver unto Buyer, and Buyer shall purchase, receive, pay for and accept, as of 7:00 a.m. local time where the properties are located on January 1, 2008 (the “Effective Date”), the undivided interests of each Seller as set forth in Exhibit A attached hereto and made a part hereof (hereinafter, each Seller’s “Ownership Share”), the intent of Sellers being to convey to Buyer all of Sellers' right, title and interest in and to the Interests, SAVE AND EXCEPT, however, the Retained ORRI, as hereinafter defined. Sellers’ interests in the assets described hereinafter in Sections 1.1.1 through 1.1.7 are collectively called herein the “Interests”.
The Interests. The Interests are duly authorized and validly issued and outstanding, fully paid, non-assessable (except as expressly authorized by the terms of the applicable LLC Agreement of the Company and except as such nonassessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and have not been issued in violation of any preemptive rights.
