GP Corp Clause Samples
GP Corp owns a 100% membership interest in the General Partner; such membership interest has been duly authorized and validly issued in accordance with the General Partner LLC Agreement and is fully paid (to the extent required under the General Partner LLC Agreement) and nonassessable (except as such nonassessability may be affected by Section 18-607 of the Delaware LLC Act); and GP Corp. owns such membership interest free and clear of all liens, encumbrances, security interests, charges or claims (i) in respect of which a financing statement under the Uniform Commercial Code of the State of Delaware naming GP Corp. as a debtor is on file in the office of the Secretary of State of the State of Delaware or (ii) otherwise known to such counsel, without independent investigation, other than those created by or arising under the Delaware LLC Act.
GP Corp. “GP Corp” shall have the meaning ascribed to such term in the first paragraph of this Agreement.
GP Corp owns and has good title to the Purchased Assets, free and clear of Encumbrances (other than any Encumbrances created hereunder or under the Asset Purchase Agreement).
GP Corp and ▇▇▇▇▇▇▇▇.▇▇▇ and their Affiliates shall not provide mortgage brokerage and banking services through loan agents located in the MMRE owned offices or Prudential franchised real estate offices which have entered into Trademark License Agreements or TLC Service Agreements with MMRE, except through WAM.