Xxxxxxxx Interests. Regional hereby distributes to PECM in full redemption of the XxXxxxxx Interests the XxXxxxxx Class B Units. Regional represents and warrants to PECM that it is the sole record and beneficial owner of the XxXxxxxx Interests and that the XxXxxxxx Interests, including the right to sell, transfer and convey such interest, are free and clear of all claims, liens, restrictions placed thereon by Regional and encumbrances; and it is not a party to any voting trust, proxy or other agreement or understanding between or among any Person that affects or relates to the voting or giving of written consent, or restrictions on transfer, with respect to the XxXxxxxx Interests. PECM represents that it is intimately familiar with E11 and E11GP and, accordingly (subject only to the representations and warranties expressly provided by Regional in this Agreement) is likewise intimately familiar with the XxXxxxxx Interests, has had the opportunity to conduct such diligence, and take such other actions as it so desired in connection with the XxXxxxxx Interests and the transactions set forth herein. PECM was not induced by Regional or any other Person to enter into this Agreement or to agree to purchase the XxXxxxxx Interests, with PECM having independently determined to do the same. PECM hereby withdraws as a Member of Regional and waives, relinquishes and releases Regional, its direct and indirect members, managers, agents and representatives (including Regional, collectively, the “Regional Releasees”) from any and all claims, demands, obligations, losses, causes of action, damages, penalties, costs, expenses, attorneys’ fees, liabilities, and indemnities of any nature whatsoever, whether based on contract, tort, statute, or other legal or equitable theory of recovery, whether known or unknown, asserted or unasserted, which as of the Effective Date, PECM had, now has, could have, or claims to have against the Regional Releasees in any manner related to Regional.
Xxxxxxxx Interests. 1. Each of the SUBI Certificates has been duly registered in the name of the Indenture Trustee and all other action necessary (including the filing of UCC-1 financing statements) to protect and perfect the Indenture Trustee's security interest in the Collateral now in existence and hereafter acquired or created has been duly and effectively taken.
Xxxxxxxx Interests. On account of extraordinary services performed by Xxxxx Xxxxxxxx in connection with the procurement of, and negotiation of favorable terms with regard to, certain agreements and leases acquired by Pannonian, Pannonian has reserved and has transferred and assigned or will transfer and assign to Xxxxx Xxxxxxxx and/or entities affiliated with Xxxxx Xxxxxxxx (Xxxxx Xxxxxxxx and such entities collectively referred to as "Xxxxxxxx") certain overriding royalty interests (the "Xxxxxxxx Interests"), all as more particularly delineated in the Final Settlement Terms. Accordingly, each of the Participants acknowledges and agrees that the Xxxxxxxx Interests will be deducted before any overriding royalty is allocated to any of the Participants.
Xxxxxxxx Interests. 1.KATWV shall grant a first priority security interest to WVEDA by proper Security Agreement dated as of the date hereof, and a related UCC-1 Financing Statement to be filed with the Office of the Secretary of State of the State of West Virginia on or about the date hereof (together with all amendments, renewals, extensions, substitutions and modifications thereof, collectively, the “WVEDA Security Agreement”) in the Equipment, all products and proceeds thereof, and all benefits and proceeds payable under any and all insurance policies covering the foregoing including without limitation the return of unearned collateral insurance policy premiums covering the foregoing, to secure all principal, accrued interest and other sums due and owing to WVEDA under the WVEDA Loans and the performance of all obligations of the Borrowers under the WVEDA Loan Documents (as hereinafter defined).
Xxxxxxxx Interests. No party to this Escrow Agreement shall grant a security interest in any monies or other property deposited with the Escrow Agent under this Escrow Agreement, or otherwise create a lien, encumbrance or other claim against such monies or borrow against the same.
Xxxxxxxx Interests. (a) The Xxxxxxxx Interests constitute 100% of the membership interest in Cooperative. The Xxxxxxxx Interests are not subject to and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right, subscription right or any similar right under any provision of Law applicable to such interests or Cooperative’s Organizational Documents.
Xxxxxxxx Interests
