Free and Clear. Except to the extent required by the applicable Laws, the sums payable under this Agreement shall be paid: free from any restrictions or conditions; and without any deduction or withholding or set-off or counterclaim.
Free and Clear. The Assignor warrants that the rights and benefits assigned under Assignment are free and clear of any liens, encumbrances, adverse claims or interests. The Assignor confirms that any prior nomination made on the Policy has been duly revoked.
Free and Clear. Unless otherwise agreed to by PKF Capital, each payment under this Agreement or any Transaction is to be paid free and clear of, and without withholding or deduction for or on account of, any Taxes, unless the withholding or deduction is required by law.
Free and Clear. Free and clear of all pledges, encumbrances, attachments, liens, rights of first refusal, tag-along rights, debt, claim, lock-up arrangements (other than pursuant to the Communications Law, Communications Order, and the permits and licenses granted and/or to be granted pursuant thereto) or any third party right.
Free and Clear. Except for the Encumbrances listed on Schedule 4.07, Seller has good, valid and transferable title to the rights of Seller under the Coal Supply Agreements and other Purchased Assets, free and clear of all Encumbrances. Seller will at Closing convey to Buyer good, valid and transferable title to the rights of Seller under the Coal Supply Agreements and other Purchased Assets, free and clear of all Encumbrances.
Free and Clear. At Closing, the Purchase Shares shall be free and clear of any Security Interests. Without derogating from the generality of the foregoing, at the Closing the Seller shall not be subject to an agreement with the State of Israel in regard to the Purchase Shares or in regard to the activities of the Company, other than agreements between the Seller and the Israeli Tax Authority that have no impact on the Company or on the Purchaser or its tax treatment or status in any manner.
Free and Clear. The transfer of the Acquired Assets shall vest Purchaser with all right, title, and interest of Sellers in the Acquired Assets free and clear of any and all Liens, Liabilities and other Interests (other than Permitted Encumbrances and Assumed Liabilities) pursuant to Sections 363(f) and/or 1123(b)(4) of the Bankruptcy Code, whether arising by statute or otherwise and whether arising before or after the commencement of the Bankruptcy Cases, whether known or unknown, including Interests of or asserted by any of the creditors, vendors, employees, suppliers, or lessors of Sellers or any other third party; provided, that any and all such Liens, Liabilities and other Interests shall attach to the net proceeds of the Purchase Price, with the same priority, validity, force, and effect as they now have against the Acquired Assets. Purchaser shall not be liable for any liability for any Lien, Liability or other Interest, other than the Assumed Liabilities and Permitted Encumbrances.
Free and Clear. You represent and warrant to us that you are the owner of, and agree that you will keep, the Collateral free from any mortgage, lien, charge, Security Interest, prior claims, taxes, assessments or encumbrance of any kind, unless we agree otherwise in writing. You will not sell, give away, part with possession of (except for the pledge, if any, granted in our favour) or otherwise dispose of any part of the Collateral, without our prior written consent.
Free and Clear. The Interest of such Member Entity as of the Closing Date is in the percentage set forth on Schedule 1 and such Interest shall be transferred to Buyer free and clear of all liens and encumbrances.
Free and Clear. The Overriding Royalty Interest shall be equal to an undivided percentage of all Subject Hydrocarbons produced and saved from the Subject Interests, free and clear of all cost, expense, risk and liability for developing or operating the Subject Interests or abandoning the Subject Hydrocarbons (including the ORRI Hydrocarbons) such that Assignee would receive an amount equal to 3% of Hydrocarbon Proceeds (as defined in the Credit Agreement but excluding any revenue from the sale of any Subject Interests), produced from that portion of the Subject Interests described as, and for the life of (a) a well within the Subject Interests as of the Effective Date , including, without limitation, the xxxxx described in Exhibit A, (b) a well funded under the Credit Agreement, (c) any well within a Subject Interest that Assignee has not failed to exercise its Additional Development Option, and (d) any replacement or offset well within the Subject Interests that produces Hydrocarbons that may be deemed to have been recovered by a well funded under the Credit Agreement; provided, however, in the event that Assignee (i) does not exercise its Additional Development Option with respect to any Proposed Undertaking, and (ii) no Event of Default has occurred under any of the Loan Documents and is continuing, then the Overriding Royalty Interest with respect to, and only with respect to, the specific portion of the Subject Interests covered by such Proposed Undertaking shall equal 1.0% of Hydrocarbon Proceeds produced from such specific portion of the Subject Interests. The Overriding Royalty Interest is proportionately reducible to the interest in Subject Interests owned by Assignor, in each portion of the lands to which the Overriding Royalty Interest applies. For example, if Assignor owns, in a particular tract or parcel, less than all of the leasehold working interest in the Leases and/or if the Leases cover less than all of the mineral interest in the lands affected by the Leases, then the Overriding Royalty Interest conveyed hereby would, as to such portion, be reduced proportionately. (b)
