Title to the Transferred Interest; No Alienation Sample Clauses

Title to the Transferred Interest; No Alienation. La Grange is the record and beneficial owner of, and upon consummation of the transactions contemplated hereby, Sunoco Pipeline will acquire good and valid title to, the Transferred Interest, free and clear of all (i) Liens, other than (a) those that may arise by virtue of any actions taken by or on behalf of SXL or its Affiliates, (b) restrictions on transfer that may be imposed by Applicable Laws, or (c) restrictions on transfer that are waived or cancelled as of the Closing; (ii) transfer restrictions (other than any such transfer restrictions under the A&R Xxxxxx Holdco LLC Agreement or Applicable Law), and (iii) voting agreements, voting restrictions and other agreements or arrangements with respect to the ownership, voting, control or transfer of such Transferred Interest (other than any such agreements, restrictions or arrangements under the A&R Xxxxxx Holdco LLC Agreement). No proxies or powers of attorney have been granted with respect to the Transferred Interest, other than proxies or powers of attorney that (A) would not reasonably be expected to impair the ability of La Grange to deliver the Transferred Interest to Sunoco Pipeline as contemplated hereby and (B) would not apply to the Transferred Interest after the delivery of the Transferred Interest to Sunoco Pipeline pursuant to this Agreement. Except as contemplated herein, there are no outstanding warrants, options, agreements, convertible or exchangeable securities or other commitments pursuant to which SXL or Sunoco Pipeline is or may become obligated to transfer any of the Transferred Interest, except as (x) would not reasonably be expected to impair the ability of La Grange to deliver the Transferred Interest to SXL as contemplated hereby and (y) would not apply to the Transferred Interest after the delivery of the Transferred Interest to Sunoco Pipeline pursuant to this Agreement. Neither ETP nor La Grange has sold, assigned, conveyed, or transferred or contracted to sell, assign, convey or transfer any right or title to, or interest in, the Transferred Interest.
Sample 1
AutoNDA by SimpleDocs

Related to Title to the Transferred Interest; No Alienation

  • Title to the Trust Estate Legal title to all the Trust Estate shall be vested at all times in the Issuer as a separate legal entity.

  • 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.

  • No Legal Title to Owner Trust Estate in Certificateholder The Certificateholder shall not have legal title to any part of the Owner Trust Estate. The Certificateholder shall be entitled to receive distributions in accordance with Article VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholder to and in its ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trust hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • No Legal Title to Trust Estate in Certificateholders The Certificateholders shall not have legal title to any part of the Trust Estate. A Certificateholder shall be entitled to receive distributions with respect to its undivided Percentage Interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of a Certificateholder to and in its ownership interest in the Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Trust Estate.

  • No Legal Title to Owner Trust Estate The Certificateholders shall not have legal title to any part of the Owner Trust Estate solely by virtue of their status as a Certificateholder. The Certificateholders shall be entitled to receive distributions with respect to their undivided beneficial interest therein only in accordance with Articles V and VIII. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Trust Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Residual Interest and Transfer of Interests 6 Section 3.1. The Residual Interest. 6

  • No Legal Title to Owner Trust Estate in Certificateholders The Certificateholders shall not have legal title to any part of the Owner Trust Estate. The Certificateholders shall be entitled to receive distributions with respect to their undivided ownership interest therein only in accordance with Articles V and IX. No transfer, by operation of law or otherwise, of any right, title or interest of the Certificateholders to and in their ownership interest in the Owner Trust Estate shall operate to terminate this Agreement or the trusts hereunder or entitle any transferee to an accounting or to the transfer to it of legal title to any part of the Owner Trust Estate.

  • 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.

  • Transfer of Optioned Interests For each exercise of the Equity Interest Purchase Option:

Time is Money Join Law Insider Premium to draft better contracts faster.