Capitalization; Title to Subject Interest Sample Clauses

Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) RRMH owns beneficially and of record the Subject Interest free and clear of all Liens (other than those that will be paid in full or released on or prior to the Closing or other than those arising pursuant to the terms of the Amended SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (other than those arising pursuant to the terms of the Amended SemCrude Pipeline LLC Agreement, the White Cliffs Pipeline LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Amended SemCrude Pipeline LLC Agreement) and the membership interest of White Cliffs Pipeline owned by SemCrude Pipeline has been duly authorized and is validly issued and fully paid (to the extent required under the White Cliffs Pipeline LLC Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, SemCrude Pipeline, White Cliffs Pipeline or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in SemCrude Pipeline or White Cliffs Pipeline, except the contribution of the Subject Interest as contemplated by this Agreement and the Conveyance Agreement and as may be contained in the Amended SemCrude Pipeline LLC Agreement or the White Cliffs Pipeline LLC Agreement. (c) SemCrude Pipeline owns a 51% membership interest in White Cliffs Pipeline. Other than as set forth in the immediately preceding sentence, SemCrude Pipeline does not own any equity interest, directly or indirectly, in any Person.
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Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) QEPFS is the sole member of the Company and owns beneficially and of record all of the issued and outstanding membership interests of the Company, including the Subject Interest, free and clear of all Liens (other than those arising pursuant to the terms of the LLC Agreement, this Agreement or the QEPFS Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (other than those arising pursuant to the terms of the LLC Agreement, this Agreement or the QEPFS Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the LLC Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, QEPFS or the Company to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in the Company, except the sale, conveyance, transfer and assignment of the Subject Interest as contemplated by this Agreement and the Assignment and Contribution Agreement and as may be contained in the LLC Agreement. (c) The Company does not own any equity interest, directly or indirectly, in any Person.
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Capitalization; Title to Subject Interest. (a) Operations owns, beneficially and of record, all of the authorized, issued and outstanding membership interests of the Company and will convey good title, free and clear of all Liens, to the Subject Interest to the Partnership. The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of any of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and restrictions under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued, fully paid (to the extent required under the Trailblazer LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-607 and 18-804 of the Delaware LLC Act). (b) There are (i) no authorized or outstanding subscriptions, warrants, options, convertible securities or other rights (contingent or otherwise) to purchase or otherwise acquire from the Company any equity interests of or in the Company, (ii) no commitments on the part of the Company to issue membership interests, subscriptions, warrants, options, convertible securities or other similar rights, and (iii) no equity securities of the Company reserved for issuance for any such purpose. The Company has no obligation (contingent or other) to purchase, redeem or otherwise acquire any of its equity securities. Except for this Agreement and the Trailblazer LLC Agreement, there is no voting trust or agreement, stockholders agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right or proxy relating to any equity securities of the Company. The Company does not own any equity interests in any other Person.
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Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) EP SNG owns beneficially and of record the Subject Interest free and clear of all Liens (other than those arising pursuant to the terms of the Existing SNG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing SNG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Existing SNG Partnership Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon any of the Contributing Parties or, to the Contributing Parties’ Knowledge, SNG to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in SNG, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing SNG Partnership Agreement.
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Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) SD owns beneficially and of record the GMH Subject Interest free and clear of all Liens (other than those that will be paid in full or released on or prior to the Closing or other than those arising pursuant to the terms of the GMH LLC Agreement, the GMP LLC LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The GMH Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the GMH Subject Interest (other than those arising pursuant to the terms of the GMH LLC Agreement, the GMP LLC LLC Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The GMH Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the GMH LLC Agreement) and the membership interest of GMP LLC owned by GMH has been duly authorized and is validly issued and fully paid (to the extent required under the GMP LLC LLC Agreement). (b) RRMH owns beneficially and of record the Wattenberg Holding Subject Interest free and clear of all Liens (other than those that will be paid in full or released on or prior to the Closing or other than those arising pursuant to the terms of the Wattenberg Holding Operating Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Wattenberg Holding Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Wattenberg Holding Subject Interest (other than those arising pursuant to the terms of the Wattenberg Holding Operating Agreement, this Agreement or the Contributing Parties Ancillary Documents or restrictions on transfer under applicable federal and state securities Laws). The Wattenberg Holding Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Wattenberg Holding Operating Agreement). (c) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, GMH, GMP LLC, Wattenberg Holding or any of the Contributing Parties to purchase or otherwise acquire or to sell...
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Capitalization; Title to Subject Interest. Except as set forth in Disclosure Schedule 3.4: (a) El Paso owns beneficially and of record the Subject Interest free and clear of all Liens (other than those arising pursuant to the terms of the Existing Xxxx Express LLC Agreement, the Existing SLNG LLC Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing Xxxx Express LLC Agreement, the Existing SLNG LLC Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Existing Xxxx Express LLC Agreement and the Existing SLNG LLC Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, Xxxx Express, SLNG or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in Xxxx Express or SLNG, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing Xxxx Express LLC Agreement or the Existing SLNG LLC Agreement.
Sample 1
Capitalization; Title to Subject Interest. (a) WFS Company owns beneficially and of record the Subject Interest free and clear of all Liens. The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing LLC Agreement and restrictions under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued, fully paid (to the extent required under the Existing LLC Agreement) and non-assessable (except as provided under the Delaware LLC Act or the Existing LLC Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, Four Corners LLC or any of the Seller Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in Four Corners LLC, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing LLC Agreement.
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Capitalization; Title to Subject Interest. (a) EP Noric owns beneficially and of record the Subject Interest free and clear of all Liens (other than those arising pursuant to the terms of the Existing CIG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest is not subject to any agreements or understandings with respect to the voting or transfer of the Subject Interest (except the contribution of the Subject Interest contemplated by this Agreement and the Contribution Agreement, as may be contained in the Existing CIG Partnership Agreement and restrictions on transfer under applicable federal and state securities laws). The Subject Interest has been duly authorized and is validly issued and fully paid (to the extent required under the Existing CIG Partnership Agreement). (b) There are no outstanding subscriptions, options, warrants, preemptive rights, preferential purchase rights, rights of first refusal or any similar rights issued or granted by, or binding upon, CIG or any of the Contributing Parties to purchase or otherwise acquire or to sell or otherwise dispose of any security of or equity interest in CIG, except the contribution of the Subject Interest as contemplated by this Agreement and the Contribution Agreement and as may be contained in the Existing CIG Partnership Agreement.
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Related to Capitalization; Title to Subject Interest

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Partnership Assets Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

  • Title to Interests (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.

  • Title to Partnership Property All property owned by the Partnership, whether real or personal, tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership of such property. The Partnership shall hold its assets in its own name, except that its interests in Leases may be held in the name of the Program Manager as contemplated by the Program Agreement.

  • Title to Property and Assets The Company owns its property and assets free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not materially impair the Company's ownership or use of such property or assets. With respect to the property and assets it leases, the Company is in compliance with such leases and, to the best of its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

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