Absence of Encumbrances a. No consent, approval or waiver of rights by any third party is required with respect to the transactions contemplated herein. To the best of Sellers’ knowledge, there are no preferential purchase rights affecting the Subject Properties. Upon execution of this Agreement, Sellers will have taken all necessary actions pursuant to each of their governing documents to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
b. This Agreement and all other transaction documents Sellers are to execute and deliver: (i) have been, or at Closing will be, duly executed by its authorized representatives; (ii) constitute valid and legally binding obligations; and (iii) upon execution, are enforceable against Sellers in accordance with their respective terms.
c. To the best of Sellers’ knowledge, the leases covering the Subject Properties are valid and subsisting and have been maintained if full force and effect in accordance with the covenants, conditions and obligations contained therein and all contracts and agreements relating thereto have been fully complied with and performed or waived, and there exists no unsatisfied demands or disputes affecting same.
x. Xxxxxxx’ interests in the Subject Properties are free and clear of all debts, liens, mortgages, pledges, security, interests, liabilities, adverse claims or other similar burdens and encumbrances.
x. Xxxxxxx have discharged or caused to be discharged as the same have become due all taxes, costs, expenses, charges and debts of every kind and character relating to their interests in the Subject Properties.
f. All proceeds from the sale, transportation, processing or marketing of oil, gas or hydrocarbons or other products attributable to Sellers’ interests in the Producing Properties are currently being paid in full to Sellers by the purchaser or distributor thereof, and no portion of such proceeds to which Sellers are entitled is currently being held in suspense by any purchaser or distributor thereof.
x. Xxxxxxx are not obligated to pay or refund monies or to deliver production for less than current market value on account of any advanced payment, agreement or similar arrangement.
h. To the best of Sellers’ knowledge, the execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated herein will not (i) result in the breach of any of...
Absence of Encumbrances. The Loans to be acquired by Purchaser at the Initial Closing, the Subsequent Closing or the Closing, as applicable, shall be free and clear of all Encumbrances (including any interest in favor of FHLB), as evidenced by documentation in form and substance reasonably acceptable to Purchaser (including, as applicable, a triparty agreement among Purchaser, Seller and FHLB).
Absence of Encumbrances. After consummation of the transactions to be effected at the TVCC Contribution Closing, the Company will own all of the outstanding equity interests of TVCC free and clear of any Encumbrance.
Absence of Encumbrances. Other than a Permitted Encumbrance, the Securities are free and clear of any Encumbrances and attachments and no rights have been granted in favour of any third party with regard to the acquisition or Encumbrances in respect of the Securities.
Absence of Encumbrances. The Initial Shares and the Warrants have been duly authorized by all necessary corporate action. When issued and sold against receipt of consideration thereof, the Initial Shares will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Initial Shares are validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Maryland law. The Warrants, when executed and delivered by the Company, will be validly issued. Any shares of Company Common Stock issued by the Company upon the exercise of the Warrants in accordance with their terms will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of any shares of Company Common Stock issued upon exercise of the Warrants will be validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Maryland law.
Absence of Encumbrances. RW LSG Holdings has not borrowed any amount, incurred any indebtedness, or made any loans or advances to any Person. The Optioned Series H Stock is held free and clear of any Encumbrances other than pursuant to agreements the Public Filings.
Absence of Encumbrances. Except as refers to Abengoa, to refrain from granting any type of real guarantee (including pledges, mortgages or any other type of real lien or encumbrance) on the assets and rights in favour of third party creditors other than the Existing Guarantees. The terms of the preceding paragraph shall not apply to:
(a) Guarantees created by a ministry of the law; and
(b) Guarantees granted on shares or participations in the share capital of the Project Companies or the debt assumed by Project companies and guarantees issued on shares or participations representing the share capital or the debt assumed by those companies or on those assets which are or have been the object of financing for acquisition without recourse against the Borrower, Borrower, the Guarantors or their subsidiaries and the corresponding financing entities have required this.
Absence of Encumbrances. The parties hereto represent and warrant that no person, entity or attorney has any lien rights in or relating to the matters covered by this Final Agreement, the CLAIMS or OBLIGATIONS they are releasing pursuant to this Final Agreement, or the consideration they are to receive pursuant to this Final Agreement. Any party who breaches this warranty shall fully indemnify the other party affected thereby including but not limited to reimbursement of the costs of defending any CLAIMS brought by third parties. Any party damaged by such breach is expressly granted the right to select its own counsel and control the manner in which the defense of any such CLAIM is conducted.
Absence of Encumbrances. Except for ownership claims, restrictions and other terms listed or disclosed in Schedule A, B, and C, Borrowers' right, title and interest in and to the Collateral are free and clear of any and all liens, security interests, options, licenses, pledges, assignments, encumbrances and/or agreements of any kind. To the best of Borrowers' knowledge, Borrowers' right, title and interest in and to the Intellectual Property are sufficient to enable Borrowers to operate their business as present and as planned without serious risk of infringement or liability that has not been fully accrued or reserved.
Absence of Encumbrances. The Company is the owner, beneficially and of record, of the Common Stock and owns the Common Stock free and clear of any lien, mortgage, adverse claim, charge, security interest, encumbrance, restriction, limitation, contract, agreement, arrangement, understanding, instrument, obligation, defect or irregularity ("Liens"). Upon delivery of the Common Stock, Bridxxxx xxxl acquire good and marketable title to the Common Stock free and clear of any Liens, including restrictions and limitations that may arise under community property or similar laws, subject, however, to such restrictions on resale as may exist under Rule 144 or other applicable laws until such time as the Common Stock is registered or exempt from registration.
