Ownership of Interest Sample Clauses
The "Ownership of Interest" clause defines who holds legal and beneficial rights to a particular stake or share in an entity, asset, or agreement. It typically specifies the parties recognized as owners, the extent of their interests, and any conditions or restrictions on transferring those interests. For example, in a partnership agreement, this clause would clarify each partner's percentage of ownership and their rights to profits or decision-making. Its core function is to establish clear ownership boundaries, thereby preventing disputes and ensuring all parties understand their rights and obligations regarding the interest in question.
Ownership of Interest. The LLC owns all of the Membership Interests in --------------------- the Subsidiary free and clear of any Liens or other encumbrances which would prevent or otherwise encumber the transfer of the Membership Interests (except for those Liens shown on Schedule 5.3).
Ownership of Interest. SCR 20:1.15 (d)(4)a. states that “the interest or dividends accruing on an IOLTA account, less any allowable reasonable fees, as allowed under par. (5), shall be paid to WisTAF, which shall be considered the beneficial owner of the earned interest or dividends, pursuant to SCR Chapter 13.” The account is to be designated with the Wisconsin Trust Account Foundation, Inc. TIN #▇▇-▇▇▇▇▇▇▇. IRS Form 1099 is not required.
Ownership of Interest. Such Seller is the record owner of the Company Interests owned by it as set forth on Schedule I, and has the power and authority to transfer, sell, assign and convey to the REIT or ROIP, as applicable, such Company Interests, free and clear of any Liens and, upon delivery of the Consideration for such Company Interests as provided herein, the REIT or ROIP, as applicable, will acquire good and valid title thereto, free and clear of any Liens. Except as provided for or contemplated by this Agreement or the other applicable documents, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the Company Interests owned by such Seller or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Company Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Company Interests, or other equity interests or profit participation of any kind in the Company.
Ownership of Interest. The Seller owns and holds, beneficially and of record, the entire right, title and interest in and to the Interest and the Shares, free and clear of Rights or Encumbrances of any kind or nature whatsoever. The Seller has the full power and authority to vote, transfer and dispose of the Interest and the Shares, free and clear of any Right or Encumbrance of any kind or nature whatsoever other than restrictions under the Securities Act and applicable state securities laws, and under the LP Agreement (as defined below). Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any Person to acquire, or to cause the redemption of, the Interest or the Shares or to effect the merger or consolidation of the Company with or into any other Person.
Ownership of Interest. Such Member owns its Membership Interest free and clear of any liens, claims, pledges or encumbrance of any kind. The transfer by such Member of its Membership Interest to HC pursuant to the Exchange will vest in HC good and marketable title to that Membership Interest, free and clear of any liens, claims, pledges or encumbrances of any kind.
Ownership of Interest. Each Member is the sole beneficial and record owner of the Interests set forth opposite such Member’s name on Schedule 1. At the Closing, pursuant to the terms and conditions of this Agreement, each Member will sell and convey to Publico such Interests, free and clear of any liens, other than restrictions imposed by federal and applicable state securities laws. Each Member has not, and as of the Closing such Member shall not have, sold or otherwise disposed of, or granted any options or rights to purchase, and such Member has not, and as of the Closing shall not have, entered into any agreement obligating such Member to sell or otherwise dispose of, or to grant options or rights to purchase, any of such Interest, except to Publico.
Ownership of Interest. Such Contributing Member is the sole record owner of the Contributing Member Interests owned by it as set forth on Exhibit A and has good and valid title to such Contributing Member Interests and has the power and authority to transfer, sell, assign and convey to the OP such Contributing Member Interests, free and clear of any Liens. Upon delivery of the Consideration for such Contributing Member Interests as provided herein, the OP will acquire good and valid title thereto, free and clear of any Liens. Exhibit A sets forth the entire outstanding equity and distribution, profits or similar interest in the Existing Entities, except as otherwise indicated. The Existing Entities have no Subsidiaries, except as otherwise indicated on Exhibit A. The Contributing Member Interests represent all of the issued and outstanding interests in the Existing Entities owned by the Contributing Members. Except as provided for or contemplated by this Agreement or the other applicable Transaction Documents, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the Contributing Member Interests owned by such Contributing Member or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Contributing Member Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Contributing Member Interests, or other equity interests or profit participation of any kind in the Existing Entities, except as otherwise indicated on Exhibit A. All of the issued and outstanding Contributing Member Interests have been duly authorized and are validly issued, fully paid and not issued in violation of any preemptive rights.
Ownership of Interest. 6 3A.3 Absence of Claims Against the Company..........................................................7 3A.4
Ownership of Interest. Contributor owns the Interest, free and clear of all liens, charges, encumbrances, restrictive agreements and assessments. UPREIT has received good and absolute title thereto, free of all liens, charges, encumbrances, restrictive agreements and assessments whatsoever. There are no outstanding options, contracts, calls, commitments or demands of any nature relating to the Interest.
Ownership of Interest every kind; Seller has full legal right, power and authority to enter into this Agreement and to sell, assign, transfer and convey the interest so owned by him pursuant to this Agreement; the delivery to Seller of the interest pursuant to the provisions of this Agreement will transfer to the Company valid title thereto, free and clear of all liens, encumbrances, restrictions and claims of every kind. Seller makes no representations and warranties whatsoever as to the condition or nature of the LLC's assets and Purchaser specifically acknowledges that it has relied on its own inspection of the nature and quality of the assets of the LLC.