Interests and Property Sample Clauses

The "Interests and Property" clause defines the ownership and rights related to assets, intellectual property, or other interests created or used under the agreement. Typically, it clarifies whether any property developed during the contract remains with the creator, is transferred to the other party, or is jointly owned, and may address issues such as licensing, usage rights, or the handling of pre-existing materials. This clause is essential for preventing disputes over ownership and ensuring both parties understand their rights and obligations regarding any property or interests involved in the contractual relationship.
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributors have good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Contributors’ Assignment and Assumption Agreement to the Acquirer at Closing, good valid and marketable title to the Contributors’ Interests, free and clear of all liens and encumbrances, will pass to the Acquirer. The Interests constitute the only outstanding interests of the Subject Company. (b) Except for liens disclosed by Contributors to Acquirer, the Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the Contributors have good, marketable title thereto and the right to convey same. The Property Owner is the fee owner of the Real Property and the sole owner of the Property. The Contributors own One Hundred Percent (100%) of the only outstanding securities and membership interests of the Subject Company. As of the Closing Date, Acquirer will own One Hundred Percent (100%) of the only outstanding securities and membership interests of the Subject Company. The Subject Company owns One Hundred Percent (100%) of the only outstanding securities and membership interests of the Property Owner.
View SourceView Similar (3)
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributor has good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Contributor’s Assignment and Assumption Agreement to the Acquiror at Closing, good valid and marketable title to the Contributor’s Interests, free and clear of all liens and encumbrances, will pass to the Acquiror. The Interests constitute the only outstanding securities and membership interests of the LLC. (b) Except for the lien created in connection with the Existing Mortgage, the Property is, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the LLC has good, marketable title thereto and the right to convey same. The LLC is the fee simple owner of the Real Property and the sole owner of the Property.
View SourceView Similar (3)
Interests and Property. (a) The Interests will be on the Closing Date, free and clear of all liens and encumbrances and each of the Sellers has good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Sellers' Assignment and Assumption Agreement to the Purchaser at Closing, good valid and marketable title to each and every Sellers' respective Interests, free and clear of all liens and encumbrances, will pass to the Purchaser. The Interests and Sellers' remaining 25% interests in the LLC constitute the only outstanding securities of the LLC. On the Closing Date, there shall be no pledge, lien or encumbrance on any of the membership interests in the LLC. (b) The Property will be on the Closing Date, free and clear of all liens and encumbrances, except for the Permitted Title Exceptions and the lien of the existing deed of trust, and the LLC has good, marketable title thereto and the right to convey same. The LLC is the fee simple owner of the Real Property and the sole owner of the Property.
View SourceView Similar (2)
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributors have good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Contributors’ Assignment and Assumption Agreement to the Acquirer at Closing, good valid and marketable title to the Contributors’ Interests, free and clear of all liens and encumbrances, will pass to the Acquirer. The LP Interests constitute the only outstanding partnership interests of the LP. The LLC Interests constitute the only outstanding membership interests of the LLC. (b) Except for liens disclosed by Contributors to Acquirer, the Property is, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the LP has good, marketable title thereto and the right to convey same. The LP is the fee simple owner of the Real Property and the sole owner of the Property. The LLC is the sole general partner of the LP.
View Source
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributor has good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Contributor’s Assignment and Assumption Agreement to the Acquirer at Closing, good valid and marketable title to the Contributor’s Interests, free and clear of all liens and encumbrances, will pass to the Acquirer. The Interests constitute twenty percent (20%) of the only outstanding partnership interests of the LP. Acquirer, as of the date of this Agreement, owns the remaining eighty percent (80%) of the only outstanding partnership interests of the LP. (b) Except for the lien created in connection with the Existing Mortgage, the Property is, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the LP has good, marketable title thereto and the right to convey same. The LP is the fee simple owner of the Real Property and the sole owner of the Property.
View Source
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Contributor has good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Contributor's Assignment and Assumption Agreement to the Acquiror at Closing, good valid and marketable title to the Contributor's Interests, free and clear of all liens and encumbrances, will pass to the Acquiror. The Interests constitute the only outstanding securities and membership interests of the LLC. (b) [ Except for the lien created at the option of the Acquirer for a revolving line of credit, the Property is, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the LLC has good, marketable title thereto and the right to convey same. The LLC is the fee simple owner of the Real Property and the sole owner of the Property. ]
View Source
Interests and Property. (a) The Interests are, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances and the Sellers have good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Sellers’ Assignment and Assumption Agreements to the Purchasers at Closing, good valid and marketable title to the Sellers’ Interest, free and clear of all liens and encumbrances, will pass to the Purchasers. The Interests, and the remaining 20% limited partnership interests owned by 3344, constitute the only outstanding securities/interests of the Partnership. (b) Except for the lien created in connection with the Existing Financing, the Property is, on the date hereof, and will be on the Closing Date, free and clear of all liens and encumbrances, and the Partnership has good, marketable title thereto and the right to convey same. The Partnership is the fee simple owner of the Real Property and the sole owner of the Property.
View Source

Related to Interests and Property

  • Business and Properties No business of any Loan Party or any of its Subsidiaries is affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Cash and Property Such consideration shall: (i) insofar as it consists of cash, be computed at the aggregate amount of cash received by the Corporation, excluding amounts paid or payable for accrued interest; (ii) insofar as it consists of property other than cash, be computed at the fair market value thereof at the time of such issue, as determined in good faith by the Board of Directors of the Corporation; and (iii) in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Corporation for consideration which covers both, be the proportion of such consideration so received, computed as provided in clauses (i) and (ii) above, as determined in good faith by the Board of Directors of the Corporation.

  • Assets and Properties (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.

  • Equipment and Property A. The Grantee must ensure equipment with a per-unit cost of $5,000 or greater purchased with grant funds under this award is used solely for the purpose of this Grant or is properly pro-rated for use under this Grant. Grantee must have control systems to prevent loss, damage, or theft of property funded under this Grant. Grantee shall maintain equipment management and inventory procedures for equipment, whether acquired in part or whole with grant funds, until disposition occurs. B. When equipment acquired by Grantee under this Grant Agreement is no longer needed for the original project or for other activities currently supported by System Agency, the Grantee must properly dispose of the equipment pursuant to 2 CFR and/or TxGMS, as applicable. Upon termination of this Grant Agreement, use and disposal of equipment by the Grantee shall conform with TxGMS requirements. C. Grantee shall initiate the purchase of all equipment approved in writing by the System Agency in accordance with the schedule approved by System Agency, as applicable. Failure to timely initiate the purchase of equipment may result in the loss of availability of funds for the purchase of equipment. Requests to purchase previously approved equipment after the first quarter in the Grant Agreement must be submitted to the assigned System Agency contract manager. D. Controlled Assets include firearms, regardless of the acquisition cost, and the following assets with an acquisition cost of $500 or more, but less than $5,000: desktop and laptop computers (including notebooks, tablets and similar devices), non-portable printers and copiers, emergency management equipment, communication devices and systems, medical and laboratory equipment, and media equipment. Controlled Assets are considered supplies. E. System Agency funds must not be used to purchase buildings or real property without prior written approval from System Agency. Any costs related to the initial acquisition of the buildings or real property are not allowable without written pre-approval.

  • Title to Properties; Encumbrances Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and