Ownership of the Purchased Interests Clause Samples

Ownership of the Purchased Interests. Seller is the registered and beneficial owner of the Purchased Interests, and will transfer and deliver to Buyer at the Closing valid and marketable title to the Purchased Interests, free and clear of any Lien (other than restrictions under applicable securities laws).
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Ownership of the Purchased Interests. The Thomas Entities have good and valid title to 32% of the membership ▇▇▇▇▇ests in GTG and 32% of the membership interests in GTG Intangible, which membership interests constitute the Purchased Interests. The Thomas Entities have the absolute right, power and capacity to sel▇, ▇▇▇ign, transfer and deliver all right, title and interest both legal and equitable, in and to the Purchased Interests, to Genlyte in accordance with the terms of this Agreement, free and clear of all Encumbrances. The Purchased Interests are registered in the names of the Thomas Entities as set forth in Schedule 4.3; provided; however, t▇▇▇ ▇▇omas shall have the right to update Schedule 4.3 prior to Closin▇ ▇▇ ▇eflect other direct or indirect wholly-owned subsidiaries of Thomas and such updated Schedule 4.3 shall not constitute a breach ▇▇ ▇▇is Section 4.3. Notwithstanding anything in this Agreement to the contrary but subject to Article VIII, immediately following the Closing Thomas shall have transferred or shall have caused the Transferrin▇ ▇▇▇▇liates to have transferred good and valid title and all right, title and interest in and to a 32% Percentage Interest in GTG and 32% of the membership interests in GTG Intangible to Genlyte, free and clear of any Encumbrances.
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Ownership of the Purchased Interests. Such Seller owns beneficially and of record, and has good and valid title to, all of its respective Purchased Interests, and upon consummation of the Transactions such Seller shall have transferred to Buyer good and valid title to such Purchased Interests, free and clear of all Liens other than any Liens created by Buyer or its Affiliates.
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Ownership of the Purchased Interests. (a) Collectively, Trophy Acquisition and Medallion Management own 100% of the Partnership Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens. (b) Except for the applicable Transaction Documents, neither Trophy Acquisition nor Medallion Management is a party to any Contract obligating Trophy Acquisition or Medallion Management to sell, transfer or otherwise dispose of the Partnership Interests, or any voting trust, proxy or other agreement or understanding with respect to the Partnership Interests. (c) The General Partner owns 100% of the General Partner Interests beneficially and of record, free and clear of all Liens, other than Permitted Liens. (d) Except for the applicable Transaction Documents, the General Partner is not a party to any Contract obligating the General Partner to sell, transfer or otherwise dispose of the General Partner Interests, or any voting trust, proxy or other agreement or understanding with respect to the General Partner Interests.
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Related to Ownership of the Purchased Interests

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Ownership of the Property (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor Trust will be treated as the owner and lessor of an undivided interest in each Property and the Lessee will be treated as the lessee of the Property leased by it hereunder and (ii) for federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) the Lease will be treated as a financing arrangement, (B) the Certificate Holders and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Certificate Holder Amounts and the outstanding principal amount of the Loans, which loans are secured by the Property and (C) the Lessee will be treated as the owner of each Property and will be entitled to all tax benefits ordinarily available to an owner of properties like each Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that none of the Administrative Agent, the Agent Certificate Holder, the Arranger or any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) It is the intent of the parties hereto that this Lease grants a security interest and mortgage, as the case may be, on each Property to the Lessor Trust for the benefit of the Agent Certificate Holder, and the other Participants to secure the performance of the Lessee under and payment of all amounts under the Lease and the other Operative Documents all as more specifically set forth in Section 5 of each Lease Supplement.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of the Shares The Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.