Ownership of Xxxxx. The Buyer and the Seller agree, and the Seller covenants in favour of the Buyer that:
Ownership of Xxxxx. Maintain ownership by Performance Fibers of the xxxxx and assets that were the subject of the Specified Investments.
Ownership of Xxxxx. At each Delivery Date, the Operating Company will own 100% of the issued and outstanding membership interests in Xxxxx; such membership interests have been duly authorized in accordance with the Operating Agreement of Xxxxx (the “Xxxxx Operating Agreement”) and are fully paid (to the extent required under the Xxxxx Operating Agreement) and non-assessable (except as such nonassessability may be affected by matters described in [___]); and the Operating Company will own such membership interests free and clear of all Liens other than Liens arising under the Credit Agreement.
Ownership of Xxxxx. The Company directly owns 100% of the issued and outstanding capital stock of XxxXx; such capital stock has been duly authorized and validly issued in accordance with the certificate of incorporation and bylaws of XxxXx, as amended to date, and is fully paid and nonassessable; and the Company owns such capital stock free and clear of all liens, encumbrances, security interests, equities, charges and other claims except for liens created pursuant to the Amended and Restated Credit Agreement dated as of January 12, 2007 among the Company, as the Borrower, Bank of America, N.A., as Administrative Agent and L/C Issuer, JPMorgan Chase Bank, N.A. and Wachovia Bank, National Association, as Co-Syndication Agents, and the other lenders party thereto and Banc of America Securities LLC, as Sole Lead Arranger and Sole Book Manager, as amended by First Amendment to Amended and Restated Credit Agreement, dated as of October 19, 2007 (the “Credit Agreement”).
Ownership of Xxxxx. At each Delivery Date, the Operating Company will be the record holder of 100% of the issued and outstanding membership interests in Xxxxx; such membership interests have been duly authorized in accordance with the Operating Agreement of Xxxxx (the “Xxxxx Operating Agreement,” and together with the Operating Company Operating Agreement, the Xxxxxxxx Operating Agreement and the Oxford Kentucky Operating Agreement, the “Subsidiary Operating Agreements”) and are fully paid (to the extent required under the Xxxxx Operating Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 1705.23 of the Ohio LLC Law); and the Operating Company will be the record holder of such membership interests free and clear of all Liens, other than Liens arising under the Credit Agreement.
Ownership of Xxxxx. Prior to the Closing Date, the Xxxxx Shareholders shall have demonstrated to the Company, with evidence reasonably satisfactory to the Company, that the Xxxxx Shareholders are the owners of One Hundred Percent (100%) of the outstanding securities of Xxxxx.
Ownership of Xxxxx. The ownership of all oil and gas xxxxx to be drilled pursuant to this Joint Venture Agreement, and the working interest of the Parties therein, shall be determined in accordance with Exhibit "A" to the Operating Agreement between the Parties hereto.
Ownership of Xxxxx. Xxxxx is not or ceases to be a Subsidiary of the Company.
