Ownership of Company and Project Companies Sample Clauses

Ownership of Company and Project Companies. (a) As of (i) the Execution Date and (ii) the Initial Equity Capital Contribution Date immediately prior to the consummation of the transactions contemplated pursuant to the first sentence of Section 2.01(a), Noble Holdco is the sole member of the Company and there have never been any other members or owners of the Company. Other than this Agreement, the Company Pledge Agreement and the other Collateral Documents, and the Hedge Company Pledge Agreement and the other Second Lien Collateral Documents, Noble Holdco is not party to any option, warranty, purchase right or other contract or commitment which would require Noble Holdco to sell, transfer or otherwise dispose of any of the membership interests in the Company. As of the Execution Date, Noble Holdco owns all of the membership interests in the Company, free and clear of any Encumbrances, except as may be created by this Agreement and the Original Limited Liability Company Agreement and except for any restrictions on sales of securities under applicable securities laws and any Permitted Encumbrances of the types described in clauses (b), (c) and (d) of the definition thereof. As of the Initial Equity Capital Contribution Date, immediately prior to the consummation of the transactions contemplated pursuant to the first sentence of Section 2.01(a), Noble Holdco holds of record and owns beneficially all of the membership interests in the Company, free and clear of any Encumbrances, except as may be created by this Agreement and the Original Limited Liability Company Agreement and except for any restrictions on sales of securities under applicable securities laws and any Permitted Encumbrances of the types described in clauses (b), (c) and (d) of the definition thereof. As of the Initial Equity Capital Contribution Date, the Class A Units will be duly authorized, and upon payment of the Initial Equity Capital Contributions, the Class A Units will be validly issued and the Class A Equity Investors will have good and valid title to the Class A Units, free and clear of all Encumbrances other than those created or granted by the Class A Equity Investors. (b) From and after the Transfer, the Company is the sole member of each Project Company and, other than Noble 2007 Holdco, there have never been any other members or owners of any Project Company. Other than the Company Pledge Agreement and the other Collateral Documents, the Hedge Company Pledge Agreement and the other Second Lien Collateral Documents, and the...
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Related to Ownership of Company and Project Companies

  • Ownership of Company Property The Company’s assets shall be deemed owned by the Company as an entity, and the Member shall have no ownership interest in such assets or any portion thereof. Title to any or all such Company assets may be held in the name of the Company, one or more nominees or in “street name”, as the Member may determine.

  • Ownership of Seller Credit Acceptance is the sole owner of the membership interests of the Seller, all of which are fully paid and nonassessable and owned of record, free and clear of all mortgages, assignments, pledges, security interests, warrants, options and rights to purchase.

  • Ownership of the Company At all times while this Parent Guarantee Agreement is in effect and while any of the obligations of the Parent Guarantor hereunder remain outstanding, one hundred percent (100%) of the outstanding capital stock of the Company shall be owned by the Parent Guarantor.

  • Ownership of Company Shares The Shareholder is the record and/or “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, which meaning will apply for all purposes of this Agreement) of the number of outstanding Company Shares set forth in the recitals to this Agreement. Also set forth in the recitals to this Agreement is the number of Company Shares issuable upon the exercise of the Options. The Shareholder holds the requisite power to vote the number of Company Shares set forth in the recitals to this Agreement.

  • Ownership of Subsidiaries The Borrower will, and will cause each of its Subsidiaries to, take such action from time to time as shall be necessary to ensure that each of its Subsidiaries is a wholly owned Subsidiary.

  • Ownership of Improvements All modifications, alterations and improvements made or added to the Leased Premises by Tenant (other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease, and Tenant hereby covenants and agrees not to grant a security interest in any such items to any party other than Landlord. Any such modifications, alterations or improvements, once completed, shall not be altered or removed from the Leased Premises during the Lease Term without Landlord’s written approval first obtained in accordance with the provisions of Paragraph 6.1 above. At the expiration or sooner termination of this Lease, all such modifications, alterations and improvements other than Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures, shall automatically become the property of Landlord and shall be surrendered to Landlord as part of the Leased Premises as required pursuant to Article 2, unless Landlord shall require Tenant to remove any of such modifications, alterations or improvements in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligations to reimburse Tenant for all or any portion of the cost or value of any such modifications, alterations or improvements so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by Landlord and/or at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed improvements to the Leased Premises and not trade fixtures of Tenant.

  • Ownership of Software The Parties acknowledge that any software provided by the Authority is and remains the property of the Authority.

  • 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 Developments All copyrights, patents, trade secrets, or other intellectual property rights associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed or created by Executive during the course of performing work for the Company or its clients (collectively, the "Work Product") shall belong exclusively to the Company and shall, to the extent possible, be considered a work made by the Executive for hire for the Company within the meaning of Title 17 of the United States Code. To the extent the Work Product may not be considered work made by the Executive for hire for the Company, the Executive agrees to assign, and automatically assign at the time of creation of the Work Product, without any requirement of further consideration, any right, title, or interest the Executive may have in such Work Product. Upon the request of the Company, the Executive shall take such further actions, including execution and delivery of instruments of conveyance, as may be appropriate to give full and proper effect to such assignment.

  • Ownership of Equipment Any equipment purchased by or furnished to the Grantee by the State under this grant agreement is provided on a loan basis only and remains the property of the State.

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