Title to Fund Assets Sample Clauses

Title to Fund Assets. Title to Fund assets, whether real, personal or mixed and whether tangible or intangible (in the aggregate being referred to as the “Fund Assets”), shall be deemed to be owned by the Fund. Title to any or all of the Fund Assets may be held in the name of the Fund or one or more nominees, as the Manager may determine. The Fund hereby declares and warrants that any Fund Assets for which record title is held in the name of one or more of its Affiliates or one or more nominees shall be held by such Affiliates or nominees for the use and benefit of the Fund in accordance with the provisions of this Agreement; provided, however, that the Manager shall use reasonable efforts to cause record title to such Fund Assets (other than those assets in respect of which the Manager determines that the expense and difficulty of conveyancing makes transfer of record title to the Fund impracticable) to be vested in the Fund as soon as reasonably practicable. All Fund Assets shall be recorded as the property of the Fund in its books and records, irrespective of the name in which record title to such Fund assets is held.
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Title to Fund Assets. All assets of the Fund will be deemed to be owned by the Fund as an entity, and no Member, individually, will have any direct ownership interest in those assets. Each Member, to the extent permitted by applicable law, hereby waives its rights to a partition of the assets and, to that end, agrees that it will not seek or be entitled to a partition of any assets, whether by way of physical partition, judicial sale or otherwise, except as otherwise expressly provided in Article X.
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Title to Fund Assets. ‌ The Trustee shall hold Fund Property of each Fund in trust for the benefit of the Unitholders of such Fund. All Fund Property shall at all times be considered as property held by the Trustee or its agents in trust for the Unitholders of each Fund. The Trustee, subject only to the specific limitations contained in this Trust Agreement, shall have, without further or other action or consent, and free from any power of control on the part of the Unitholders, full, absolute and exclusive power, control and authority over Fund Property and over the business and affairs of a Fund to the same extent as if the Trustee were the sole and absolute beneficial owner of such property in its own right, to do all such acts and things as in its sole judgment and discretion are necessary or incidental to, or desirable for carrying out the purposes of the Funds. No Unitholder shall have or be deemed to have individual ownership of any property or asset of a Fund and the interest of a Unitholder shall consist only of the right to receive payment from a Fund of that Unitholder's interest in a Fund at the time, place, in the manner and subject to the conditions herein expressly provided.
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Title to Fund Assets. The Credit Documents, together with the applicable Underlying Instruments and agreements involving purchase, sale or participation with respect to Fund Assets, represent all of the material agreements between the Manager and the Parent, on the one hand, and the Company, on the other. The Company has good and marketable title to all Fund Assets owned by it and other Collateral free of any Liens (other than Permitted Liens) and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Company or the Seller as debtor and covering all or any part of the Collateral is on file in any recording office, except with respect to Permitted Liens;
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Title to Fund Assets. Subject to Section 3(b), all rights, title and interest in and to the assets of the Fund shall at all times be vested exclusively in the Board as trustee, and the Board, as trustee, shall hold legal title to all Fund Assets. Neither the City, nor any employee, official, or agent of the City, nor any Participant or other individual, shall have any right title or interest in any Fund assets.
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Title to Fund Assets. All Fund Assets shall be deemed to be owned by the Fund as an entity, and no Partner, individually or collectively, shall have any ownership interest therein. Each Partner hereby irrevocably waives any and all rights that it may have to maintain an action for partition of any of the Fund Assets. Legal title to any or all Fund Assets may be held in the name of any Operating Company, the Fund, the General Partner or one or more nominees, as the General Partner shall determine. The General Partner hereby declares and warrants that any Fund Assets for which legal title is held in the name of the General Partner will be held in trust by the General Partner for the use and benefit of the Fund in accordance with the provisions of this Agreement and the Operating Company Agreements. All Fund Assets shall be recorded as owned by the Fund on the Fund’s books and records, irrespective of the name in which legal title to such assets is held.
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Title to Fund Assets. Subject to the following sentence, all money or Fund Assets shall be owned by and held in the name of the Fund as an entity (or by an entity directly or indirectly owned by the Fund in whole or in part), and no Member shall have any ownership interest in such money or Fund Assets in its individual name, and each Member’s interest in the Fund shall be personal property for all purposes. Notwithstanding any other provision of this Agreement, the Manager may cause the Fund to invest in any Real Estate Asset with one or more co-investors. The preceding sentence shall not be construed, however, to authorize the Fund to, and the Fund shall not invest in, another private equity fund.
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Related to Title to Fund Assets

  • Title to Property and Assets The Company owns its properties and assets free and clear of all mortgages, deeds of trust, liens, encumbrances and security interests except for statutory liens for the payment of current taxes that are not yet delinquent and liens, encumbrances and security interests which arise in the ordinary course of business and which do not affect material properties and assets of the Company. With respect to the property and assets it leases, the Company is in material compliance with each such lease.

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Title to Properties and Assets Each Group Company has good and marketable title to all respective properties and assets, in each case such property and assets are subject to no Liens. With respect to the property and assets it leases, each Group Company is in compliance with such leases and holds valid leasehold interests in such assets free of any Liens.

  • Title to Tangible Assets The Company and its Subsidiaries have good title to their properties and assets and good title to all their leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than or resulting from taxes which have not yet become delinquent and minor liens and encumbrances which do not in any case materially detract from the value of the property subject thereto or materially impair the operations of the Company and its Subsidiaries and which have not arisen otherwise than in the ordinary course of business.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

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