The Interests Sample Clauses

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, Venoco shall transfer and Xxxxxxx shall acquire, as of the Effective Time, the right to participate, as further defined in Paragraph 2.04 of this Agreement, in the exploration and development of Venoco's interest in and to the following assets described in Subsections 2.01(a) through 2.01(e) below (collectively, the "Interests"): (a) The oil, gas and other mineral leasehold interests described in Exhibit "A", attached hereto and made part hereof, insofar as such cover and affect the lands described in Exhibit "A" (the "Real Property"), together with Venoco's interest in any pooled communitized, or unitized acreage derived by virtue of Venoco's ownership of the Real Property; (b) To the extent reasonably possible without material detriment to Venoco's current operation and proven production, necessary to carry out the intent of this Agreement, the use of xxxxx in which Xxxxxxx participates and the use of equipment and facilities currently located on or under the Real Property and used directly and exclusively in the operation of the Real Property (the "Equipment"), including, but not limited to, pumps, well equipment (surface and subsurface),, lines and facilities, sulfur recovery facilities, compressors, back up or spare compressors, compressor stations, dehydration facilities, treating facilities, pipeline gathering lines, flow lines, and transportation lines (to the extent they are owned by Venoco), valves, meters, separators, tanks, tank batteries and other fixtures; (c) To the extent transferable by Venoco without additional cost or liability, a proportionate interest in all contracts and agreements related to the applicable well or xxxxx in which Xxxxxxx participates concerning the Interests, including, but not limited to, unit agreements, pooling agreements, area of mutual interest agreements, farmout agreements, farmin agreements, participation agreements, development agreements, exploration agreements, road use agreements, operating agreements and gas balancing agreements; (d) To the extent transferable by Venoco without additional cost or liability, and to the extent applicable to a well or xxxxx in which Xxxxxxx participates, a proportionate interest in all surface use agreements, easements, rights-of-way, licenses, authorizations, permits, and similar rights and interests applicable to, or used or useful in connection with the applicable well or xxxxx exc...

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. 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. 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. Subject to the terms, conditions, reservations, and exceptions specified in this Agreement, including Seller's receipt of the requisite management approval as specified below, 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(e) (collectively called the "INTERESTS"): (a) The oil, gas and other mineral leasehold interests described in Exhibit "A", attached hereto and made a part hereof, insofar as such cover and affect the lands and depths described in Exhibit "A" (hereinafter called the "REAL PROPERTY"), together with Seller's interest in any pooled, communitized, or unitized acreage derived by virtue of Seller's ownership of the Real Property; (b) The wells, equipment and facilities located on the Real Property and xxed directly and exclusively in the operation of the Real Property (collectively called the "EQUIPMENT"), including, but not limited to, pumps, platforms, well equipment (surface and subsurface), saltwater disposal wells, water wells, lines and facilities, sulfur recovery facixxxxxs, comprxxxxxs, compressor stations, dehydration facilities, treating facilities, pipeline gathering lines, pipelines, flow lines, and transportation lines (to the extent they are not owned or operated by any affiliate of Seller), valves, meters, separators, tanks, tank batteries and other fixtures; (c) Oil, condensate, natural gas, and natural gas liquids produced after the Effective Time, including "line fill" and inventory below the pipeline connection in tanks, attributable to the Interests; (d) To the extent transferable, all contracts and agreements concerning the Interests, including, but not limited to, unit agreements, pooling agreements, areas of mutual interest, farmout agreements, farmin agreements, saltwater disposal agreements, water injection agreements, line well injection agreements, road use agreements, operating agreements and gas balancing agreements; and (e) To the extent transferable, all surface use agreements, easements, rights-of-way, licenses, authorizations, permits, and similar rights and interests applicable to, or used or useful in connection with, any or all of the Interests. However Seller expressly retains the right to use such surface use agreements, easements, rights-of-way, licenses, authorizations, permits and similar rights and interests in the event and to the extent such rights relate to t...

The Interests. (a) Upon delivery to Purchaser at the Closing of certificates representing the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares), duly endorsed bx XXX, XX Ireland or Kendro LX, xx appropriate, for transfer to Purchaser or accompaxxxx xx duly executed stock powers or other instruments of transfer in blank, and upon the receipt by the appropriate person of the portion of the Purchase Price attributable thereto, legal and valid title to the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares) will pass to Purchaxxx, xxxx and clear of any Xxxxxxrances, and Purchaser will become the record and beneficial owner of the Interests (other than the Kendro LP Interests and the Kendro GmbH Shares). (x) Xxon delivery to Purcxxxxx at the Closing of an instrument of assignment executed by SPX and Kendro GP II transferring the Kendro LP Interests owned by them to Xxxxxxxxr and upon the receixx xx XXX and Kendro GP II of the portion of the Purchase Price attributable thxxxxx, xegal and valid title to the Kendro LP Interests (other than the Kendro LP Interests owned by Xxxxxx XX, which will be acquired by Pxxxxxxxx through its purchasx xx xxx Kendro GP Shares) will pass to Purchaser, free and clear xx xxx Xncumbrances. (c) Upon delivery to Thermo Germany at the Closing of the Kendro GmbH Closing Condition Satisfaction Notice and effectivenesx xx xhe Notarial Deed and upon the receipt by SPX Europe of the portion of the Purchase Price attributable thereto, legal and valid title to the Kendro GmbH Shares will pass to Thermo Germany, free and clear of axx Xxxumbrances.

The Interests. (a) Such Seller holds of record and owns beneficially all of the issued and outstanding Interests of the Companies set forth opposite such Seller’s name on Schedule A under the heading “Number of Interests”, free and clear of all Liens (other than Permitted Liens). The number of Interests set forth opposite such Seller’s name on Schedule A under the heading “Number of Interests” correctly sets forth all of Interests owned of record or beneficially by such Seller. (b) Except as set forth in this Agreement or in Section 3.3(b) of the Disclosure Schedule, such Seller is not party to any Contract obligating such Seller to vote or dispose of any Interests, or other equity or voting interests in, either of the Companies.