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Ownership of BMC Sample Clauses

Ownership of BMCThe Partnership owns a 100% membership interest in BreitBurn Management Company, LLC, a Delaware limited liability company (“BMC”); such membership interest has been duly authorized and validly issued in accordance with the limited liability company agreement of BMC (the “BMC LLC Agreement”) and is fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by Sections 18-303, 18-607 and 18-804 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”); and the Partnership owns such membership interest free and clear of all Liens, other than those created by or arising under the Credit Facility.
Ownership of BMC. BEC owns 4.4% of the issued and outstanding membership interests in BMC; Pro LP owns 95.2% of the issued and outstanding membership interests in BMC; and Pro GP owns .4% of the issued and outstanding membership interests in BMC. Such membership interests have been duly authorized and validly issued in accordance with the BMC LLC Agreement and are fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware LLC Act); and BEC, Pro LP and Pro GP own such membership interests 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 BEC, Pro LP or Pro GP as debtor is on file as of a recent date 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.
Ownership of BMC. At the Initial Delivery Date, BEC will own 4.45% of the issued and outstanding membership interests in BMC; Pro LP will own 95.15% of the issued and outstanding membership interests in BMC; and Pro GP will own .4% of the issued and outstanding membership interests in BMC. Such membership interests will have been duly authorized and validly issued in accordance with the BMC LLC Agreement and will be fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”); and BEC, Pro LP and Pro GP will own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.
Ownership of BMC. BEC owns 4.4% of the issued and outstanding membership interests in BMC; Pro LP owns 95.2% of the issued and outstanding membership interests in BMC; and Pro GP owns .4% of the issued and outstanding membership interests in BMC. Such membership interests have been duly authorized and validly issued in accordance with the BMC LLC Agreement and are fully paid (to the extent required by the BMC LLC Agreement) and nonassessable (except as such nonassessability may be affected by matters described in Section 18-607 of the Delaware Limited Liability Company Act (the "Delaware LLC Act"); and BEC, Pro LP and Pro GP own such membership interests free and clear of all liens, encumbrances, security interests, charges or claims, other than those created by or arising under the Delaware LLC Act.

Related to Ownership of BMC

  • Ownership of Rights 6. 1. Licensed Material remains the property of either Licensor or the relevant third party and any rights not explicitly granted herein are expressly reserved.

  • Ownership of Marks Each party acknowledges and agrees that (a) the other party's Marks are and shall remain the sole property of the other party, (b) nothing in the Agreement shall confer in a party any right of ownership or license rights in the other party's Marks, and (c) neither party shall register the other party's Marks in any jurisdiction. In addition, Licensee acknowledges and agrees that (i) the Marks of Third-Party Licensors are and shall remain the sole property of such Third- Party Licensors, (ii) nothing in the Agreement shall confer in Licensee any right of ownership or license rights in the Marks of Third-Party Licensors, and (iii) Licensee shall not register the Marks of Third-Party Licensors. Without limiting the generality of the foregoing, Licensee agrees not to use or adopt any trade name, trademark, logo or service mark which is so similar to Fannie Mae's Marks or the Marks of Third-Party Licensors as to be likely to cause deception or confusion, or which is graphically or phonetically similar to any of Fannie Mae's Marks or the Marks of Third-Party Licensors.

  • Ownership of Data All Data transmitted to the Operator pursuant to the Service Agreement is and will continue to be the property of and under the control of the LEA. The Operator further acknowledges and agrees that all copies of such Data transmitted to the Operator, including any modifications or additions or any portion thereof from any source, are subject to the provisions of this DPA in the same manner as the original Data. The Parties agree that as between them, all rights, including all intellectual property rights in and to Data contemplated per the Service Agreement shall remain the exclusive property of the LEA.

  • Ownership of Stock The Selling Shareholders own all of the issued and outstanding shares of capital stock of the Company, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Seller Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Seller, free and clear of any Adverse Claim. Such capital stock is validly issued, fully paid and nonassessable, and there are no options, warrants or other rights to acquire securities of Seller.

  • Ownership of Material Copyright in the pages and in the screens displaying the pages, and in the information and material therein and in their arrangement, is owned by Profinium and/or its Service Providers unless otherwise indicated. All registered and unregistered trademarks used in the Service are the sole property of their respective owners. Unauthorized reproduction in whole or part is prohibited.

  • Ownership of Software Other than the limited licenses set forth in this Agreement, any and all rights, title, and interest in and to the Software, and the intellectual property and proprietary rights to the Software, shall not pass to Customer, but shall remain the exclusive property of Spirent or its licensors.

  • Ownership of Card Your Card remains our property and may be cancelled by us at any time without notice. You agree to surrender your Card and to discontinue use of the account immediately upon our request.

  • Ownership of Results Any interest of Contractor or its subcontractors, in the Deliverables, including any drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared by Contractor or its subcontractors for the purposes of this Agreement, shall become the property of and will be transmitted to City. However, unless expressly prohibited elsewhere in this Agreement, Contractor may retain and use copies for reference and as documentation of its experience and capabilities.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.