Assets; Purchased Shares Sample Clauses

Assets; Purchased Shares. 3.1.18.1 Other than with respect to the assets subject to the Meats Business Sale, the Analog JV and the Chicken Co-Pack Agreements, each of the Fund and its Subsidiaries has good and valid title or valid rights under contract to use its respective assets reflected in the latest consolidated balance sheet of the Fund (including the Purchased Shares) included in the Filed CSA Documents (other than any such asset disposed of in the ordinary course of business), free and clear of any and all Liens except: (i) those Liens reflected or reserved against in the latest consolidated balance sheet of the Fund included in the Filed CSA Documents; (ii) Tax not in default and payable without penalty and interest; and (iii) Permitted Encumbrances. Other than with respect to the assets subject to the Meats Business Sale, the Chicken Co-Pack Agreement and the Analog JV, neither the Fund nor any of its Subsidiaries is a party to any option, warrant, purchase right or other commitment or Contract (other than this Agreement) that could require the Fund or any such Subsidiary to sell, transfer, or otherwise dispose of the Purchased Shares or any other of their respective material assets to a Person other than the Purchasers. This representation and warranty shall not be interpreted to apply to the Leased Properties, United States Real Property or Real Property.
Sample 1
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Related to Assets; Purchased Shares

  • 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.

  • Transferred Shares A Co-Sale Holder shall effect its participation in the co-sale by promptly delivering to the Selling Shareholder for transfer to the prospective purchaser instrument(s) of transfer executed by such Co-Sale Holder and one or more certificates, properly endorsed for transfer, which represent:

  • Buyer Shares Each Buyer Share issued and outstanding at and as of the Effective Time will remain issued and outstanding.

  • Assets Purchased Seller agrees to sell to Buyer, and Buyer agrees to purchase from Seller, on the terms and conditions set forth in this Agreement the following assets ("Assets"):

  • Acquired Shares Any Shares or other voting securities of the Bank with respect to which beneficial ownership is acquired by Shareholder or its affiliates, including, without limitation, by purchase, as a result of a stock dividend, stock split, recapitalization, combination, reclassification, exchange or change of such Shares or upon exercise or conversion of any securities of the Bank, if any, after the date hereof shall automatically become subject to the terms of this Agreement.

  • 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.

  • Purchase and Sale of the Purchased Shares On and subject to the terms and conditions set forth in this agreement, at Closing Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the Purchased Shares, free and clear of all Liens.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Sale Shares The Sale Shares have been duly issued, and the Sellers own the Sale Shares free and clear of all Encumbrances.

  • Purchaser Shares The issuance, transfer, and delivery of the Purchaser Shares hereunder have been duly authorized by all required corporate action on the part of Purchaser, and when issued, transferred, and delivered in accordance with the terms hereof for the consideration expressed herein, will be duly and validly issued, fully paid and non-assessable, free and clear of all Encumbrances.

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