The Purchased Interests Clause Samples

The Purchased Interests. The Seller is the record owner of all of the Purchased Interests set forth opposite its name on Section 4.5 of the Disclosure Letter. The Seller has good and valid title to such Purchased Interests, free and clear of all Encumbrances, except (i) Permitted Encumbrances against such Purchased Interests all of which will be discharged on or prior to the Closing Date or in connection with the Closing, (ii) Encumbrances on transfer imposed under applicable securities Laws and (iii) Encumbrances created by the Buyer or its Affiliates.
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The Purchased Interests. The Purchased Interests are, and as of the Closing will be, held of record and beneficially owned by Seller, free and clear of any Liens (other than Permitted Liens). The Purchased Interests constitute eighty percent (80%) of the Interests in the Company. The Seller’s Capital Sharing Ratio as of the date hereof is, and as of the Closing will be, eighty percent (80%). The Seller is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement and the LLC Agreement) that could require the Seller to sell, transfer or otherwise dispose of any Purchased Interests. The Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of any Purchased Interests.
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The Purchased Interests. Members shall assign and convey the Purchased Interests free and clear of all liens and encumbrances, at Closing.
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The Purchased Interests. (a) The Purchased Interests have ----------------------- been duly authorized, validly issued, fully paid and are nonassessable and were not issued in violation of any preemptive or similar rights. Each Seller owns and holds good and valid title to its respective Purchased Interests, free and clear of any Liens and, at the Closing, Buyer will acquire title to the Purchased Interests, free and clear of any Liens. The Purchased Interests are not subject to any restrictions on transferability other than restrictions imposed by (i) the Securities Act of 1933, as amended and (ii) applicable state securities Laws. (b) The Purchased Interests constitute 100% of the issued and outstanding membership interests in the Company. There are no outstanding options, warrants or other rights to acquire any interest in the Company or TelePassport Network K.K., and no Contracts of the Company or TelePassport Network K.K. to issue any membership interests or securities convertible into or exchangeable for membership interests or equity in the Company or TelePassport Network K.
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Related to The Purchased Interests

  • Assigned Interest[s] Assignor[s]8 Assignee[s]9 Aggregate Amount of Commitment for all Lenders10 Amount of Commitment Assigned Percentage Assigned of Commitment11 CUSIP Number $ $ % $ $ % $ $ % [7. Trade Date: ]12 Effective Date: , 20 [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 8 List each Assignor, as appropriate. 9 List each Assignee, as appropriate. 10 Amounts in this column and in the column immediately to the right to be adjusted by the counterparties to take into account any payments or prepayments made between the Trade Date and the Effective Date. 11 Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all Lenders thereunder. 12 To be completed if the Assignor and the Assignee intend that the minimum assignment amount is to be determined as of the Trade Date. The terms set forth in this Assignment and Assumption are hereby agreed to: ASSIGNOR [NAME OF ASSIGNOR] By: Title: ASSIGNEE [NAME OF ASSIGNEE] By: Title: [Consented to and]13 Accepted: BANK OF AMERICA, N.A., as Administrative Agent By: Title: [Consented to:]14 BORROWER: ▇▇▇▇▇▇▇ INDUSTRIAL REALTY, L.P., a Maryland limited partnership By: ▇▇▇▇▇▇▇ INDUSTRIAL REALTY, INC., a Maryland corporation, its General Partner By: Name: Title: 13 To be added only if the consent of Administrative Agent is required by the terms of the Credit Agreement.

  • Membership Interests The Sole Member currently owns one hundred percent (100%) of the percentage interests in the Company.

  • Purchase and Sale of Purchased Shares At the Closing and on the terms and subject to the conditions set forth in this Agreement, Sellers shall sell and deliver to Purchaser, and Purchaser shall purchase from Sellers and pay therefor, the Purchased Shares, free and clear of any and all Encumbrances and in suitable form for transfer to Purchaser.

  • Purchased Shares Subject to the terms and conditions provided below, Seller shall sell and transfer to Buyers and Buyers shall purchase from Seller, on the Closing Date (as defined in Section 1(c)), all of the Shares.

  • Purchase and Sale of Purchased Assets Upon the terms and subject to the conditions of this Agreement, at and effective as of the Closing, Seller shall (or shall cause its applicable Affiliates to) sell, transfer, convey, assign and deliver to Purchaser free and clear of all Encumbrances other than Permitted Encumbrances, all right, title and interest of Seller and its Affiliates in and to all of the following properties, rights, interests and tangible and intangible assets, as existing as of the Execution Date or acquired during the Pre-Closing Period (collectively, the “Purchased Assets”) and Purchaser shall purchase and accept from Seller (or such Affiliates) the Purchased Assets: (a) all rights of Seller or its Affiliates under the Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as such Schedule may be updated by Seller not less than two (2) Business Days prior to the Closing Date to include rights and interests under any Contracts relating to the Product Business entered into by Seller or its Affiliates during the Pre-Closing Period and added, with Purchaser’s prior written consent, as a Purchased Contract in accordance with Section 5.3.4 (such Contracts set forth on Section 2.1.1(a) of the Seller Disclosure Schedule, as amended or supplemented, the “Purchased Contracts”) excluding, in each case, all rights to (i) any Accounts Receivable; and (ii) any other rights, claims or causes of action (including warranty claims) of or involving Seller or any of its Affiliates (A) arising prior to the Closing and relating to any Purchased Contract, or (B) related to products supplied or services provided by or to Seller or its Affiliates prior to the Closing that are not included in the Purchased Assets; (b) all rights and interests of Seller and its Affiliates to or in all Regulatory Approvals listed on Section 2.1.1(b) of the Seller Disclosure Schedule (the “Purchased Regulatory Approvals”); (c) all Seller Regulatory Documentation relating to Seller Products to the extent in the possession of Seller or any of its Affiliates, agents or attorneys; (d) all Authorizations relating specifically to the Product Business including, but not limited to, the Seller Authorizations; (e) all Seller Intellectual Property; (f) all Product Records; (g) all Product Promotional Material; (h) all Seller Products Technical Information; (i) all Purchased Product Inventory; and (j) all goodwill and the going concern value of the Product Business.