Ownership of the Subject Interests Clause Samples

Ownership of the Subject Interests. Such Seller is the record and beneficial owner of the Class A Shares, Class B Shares and TE Units set forth on Schedule 3.5 opposite such Seller’s name, free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws and (b) the applicable terms and conditions of this Agreement and the Organizational Documents of such Person, if applicable. The Class A Shares, Class B Shares and TE Units held by such Seller have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in the Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable, or in the Organizational Documents of such applicable TGE Entity. Such Seller is not a party to any agreements, arrangements or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Class A Shares, Class B Shares and TE Units, by sale, lease, license or otherwise, other than this Agreement. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, such Seller will assign, convey, transfer and deliver to the applicable Acquiror(s) good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of this Agreement and the Organizational Documents of any applicable Person.
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Ownership of the Subject Interests. (a) Contributor is the record and beneficial owner of the Subject Interests. Contributor owns the Subject Interests free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of each of the Compression Group Entities. The Subject Interests constitute all of the outstanding limited liability company interests in each Compression Group Entity and the Subject Interests have been duly authorized and validly issued and are fully paid (to the extent required under the limited liability company agreement of each Compression Group Entity) and non-assessable (except to the extent such non-assessability may be affected by Sections 18-607 and 18-804 of the Delaware Limited Liability Company Act) and were not issued in violation of preemptive or similar rights. (b) Upon the consummation of the transactions contemplated by this Agreement, Contributor will assign, convey, transfer and deliver to Acquiror good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of each of the Compression Group Entities. Upon the consummation of the transactions contemplated by this Agreement, Acquiror will be the sole member of each Compression Group Entity.
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Ownership of the Subject Interests. Except as set forth on Schedule 3.5: (a) Seller is the record and beneficial owner of 100% of the Parent Interests and is the sole member of the General Partner. Seller owns the Parent Interests free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of the General Partner. The Parent Interests constitute all of the outstanding limited liability company interests in the General Partner and have been duly authorized and validly issued and are fully paid (to the extent required under the GP Agreement) and non-assessable (except to the extent such non-assessability may be affected by Sections 18-303 and 18-607 of the Delaware Limited Liability Company Act). (b) Seller is the record and beneficial owner of the Subject Common Units. Seller owns the Subject Common Units free and clear of any Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of the MLP. The Subject Common Units have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in Sections 17-303 and 17-607 of the Delaware Revised Uniform Limited Partnership Act (the “DRULPA”). (c) Upon the consummation of the transactions contemplated by this Agreement, Seller will assign, convey, transfer and deliver to the Acquiror Parties good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of the General Partner and the MLP. The voting and other limitations described in the definition of “Outstanding” in the MLP Partnership Agreement shall not apply to ETE and its Affiliates as a result of the MLP Common Units acquired by ETP and its Affiliates pursuant to this Agreement, the Contribution Agreement and the Restructuring Agreement.
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Ownership of the Subject Interests. Seller is the sole owner of the Subject Securities and will transfer the Subject Securities to Buyer with good, marketable and insurable title, free and clear of any and all liens and encumbrances.
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Ownership of the Subject Interests. Each Seller is the record and beneficial owner of the Subject Interests set forth on Schedule 3.5 opposite such Seller’s name, free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws and (b) the applicable terms and conditions of the Organizational Documents of such applicable Person. The Subject Interests held by such Seller have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in the Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable, or in the Organizational Documents of such applicable Subject Entity. Such Seller is not a party to any agreements, arrangements or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Subject Interests, by sale, lease, license or otherwise, other than this Agreement. Upon the consummation of the transactions contemplated by this Agreement, such Seller will assign, convey, transfer and deliver to the applicable Acquiror(s) good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of the Organizational Documents of any applicable Person.
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Ownership of the Subject Interests. Such Contributor Party has good and valid title to, and is the record and beneficial owner of, his respective Subject Interests described on Schedule 2.1 under the column labeled “Subject Interests” free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws and (b) the applicable terms and conditions of the Organizational Documents of the General Partner or the Partnership. Without limiting the generality of the foregoing sentence, none of the Subject Interests are subject to any voting trust, member agreement or voting agreement or other agreement, right, instrument or understanding with respect to any purchase, sale, issuance, transfer, repurchase, redemption or voting of any Interest of the General Partner, other than the Organizational Documents of the General Partner or the Partnership. Upon consummation of the transactions contemplated hereby, the Partnership will acquire good and valid title to all the Subject Interests owned by such Contributor Party, free and clear of any Encumbrances other than (a) restrictions on transfer arising under applicable securities Laws, (b) the applicable terms and conditions of the Organizational Documents of the General Partner or the Partnership and (c) those that may arise by virtue of any actions taken by or on behalf of the Partnership or its Affiliates.
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Ownership of the Subject Interests. Seller is the record and beneficial owner of the Subject Interests, free and clear of any Encumbrances, except for (a) restrictions on transfer arising under applicable securities Laws and (b) the applicable terms and conditions of this Agreement and the Organizational Documents of Seller. The Subject Interests held by Seller have been duly authorized and validly issued and are fully paid and non-assessable except to the extent specified in the Delaware Limited Liability Company Act or the Delaware Revised Uniform Limited Partnership Act, as applicable, or in the Organizational Documents of SRLP or SRLP GP. Seller is not a party to any agreements, arrangements or commitments obligating it to grant, deliver or sell, or cause to be granted, delivered or sold, the Subject Interests, by sale, lease, license or otherwise, other than this Agreement. Upon the consummation of the transactions contemplated by this Agreement and the other Transaction Documents, Seller will assign, convey, transfer and deliver to the Acquiror good and valid title to the Subject Interests free and clear of all Encumbrances, except for (i) restrictions on transfer arising under applicable securities Laws and (ii) the applicable terms and conditions of this Agreement and the Organizational Documents of SRLP or SRLP GP.
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Related to Ownership of the Subject Interests

  • 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 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.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

  • Ownership of the Leased Property Lessee acknowledges that the Leased Property is the property of Lessor and that Lessee has only the right to the possession and use of the Leased Property upon the terms and conditions of this Lease.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.