Ownership of IDRs Sample Clauses

Ownership of IDRs. As of the Execution Date, the IDR Sellers are, and as of the Closing Date, as a result of the Pre-Closing Contributions, the IDR Holders will be, the sole record and (together with the IDR Sellers) beneficial owners of, and have valid title to, the IDRs respectively held by each of them, free and clear of any Encumbrances except for (a) restrictions on transfer arising under applicable securities Laws, (b) matters described on Schedule 2.5, if any, and (c) applicable terms and conditions of the Partnership Agreement. The IDRs have been duly authorized and validly issued in accordance with the Partnership Agreement and are fully paid (to the extent required by the Partnership Agreement) and nonassessable (except as such nonassessability may be affected by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act). Other than this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from the IDR Sellers or IDR Holders any of the IDRs. Other than the IDRs being indirectly conveyed to IDR Buyer pursuant to the terms of this Agreement, no other IDRs have been issued by the Partnership to any Person.
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Ownership of IDRs. After giving effect to the Formation Transactions, at the Closing Time and any Date of Delivery, the General Partner will own all of the IDRs and such IDRs will have been duly authorized and validly issued in accordance with the Partnership Agreement, and will be fully paid (to the extent required under the Partnership Agreement) and non-assessable (except as such non-assessability may be affected by matters described in Sections 17-303, 17-607 and 17-804 of the Delaware LP Act); and the General Partner will own the IDRs free and clear of all Liens (except restrictions on transferability contained in the Partnership Agreement or as described in the Registration Statement, the General Disclosure Package and the Prospectus).
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Related to Ownership of IDRs

  • Ownership of Marks All use of the Xxxx by Licensee shall inure to the benefit of Licensor. Licensee shall cooperate in Licensor’s efforts to perfect or enforce its rights in the Xxxx and shall neither assert nor assist a third party in asserting any independent rights in the Xxxx anywhere in the world for any goods or services.

  • Ownership of Interests The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.

  • Ownership of Units As of the date hereof, Hxxxxx has beneficial ownership over the type and number of the Units set forth under Hxxxxx’s name on the signature page hereto, is the lawful owner of such Units, has the sole power to vote or cause to be voted such Units, and has good and valid title to such Units, free and clear of any and all pledges, mortgages, encumbrances, charges, proxies, voting agreements, liens, adverse claims, options, security interests and demands of any nature or kind whatsoever, other than those imposed by this Agreement, applicable securities Laws or the Company’s Organizational Documents, as in effect on the date hereof. There are no claims for finder’s fees or brokerage commission or other like payments in connection with this Agreement or the transactions contemplated hereby pursuant to arrangements made by Hxxxxx. Except for the Units set forth under Hxxxxx’s name on the signature page hereto, as of the date of this Agreement, Holder is not a beneficial owner or record holder of any: (i) equity securities of the Company, (ii) securities of the Company having the right to vote on any matters on which the holders of equity securities of the Company may vote or which are convertible into or exchangeable for, at any time, equity securities of the Company or (iii) options, warrants or other rights to acquire from the Company any equity securities or securities convertible into or exchangeable for equity securities of the Company.

  • Ownership of Notes (a) A Note may be transferred by the Note Holder to any person in accordance with this agreement.

  • Ownership of Rights The Optionee shall have no rights as a shareholder with respect to any shares covered by his option until the date of issuance of a stock certificate to said optionee for such shares. No adjustment shall be made for dividends (ordinary or extraordinary, whether in cash, securities or other property) or distributions or other rights for which the record date is prior to the date such stock certificate is issued, except as provided under the terms and conditions of this Agreement.

  • Ownership of Data The Recipient Data is and shall remain the property of Recipient or its customers.

  • 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 Software Except as disclosed on Company Disclosure --------------------- ------------------ Schedule 5.14(d), all persons who have contributed to or participated in the ---------------- conception and development of the Software on behalf of the Company have been full-time employees of the Company hired to prepare such works within the scope of employment. As a consequence, the Company has all ownership interests in the Software.

  • Ownership of Buyer Originator owns, directly or indirectly, 100% of the issued and outstanding capital stock of Buyer, 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 Buyer.

  • Ownership of Technology As between the Parties, each Party shall own and retain all right, title, and interest in and to any and all Inventions and Information that are conceived, discovered, developed, or otherwise made solely by or on behalf of such Party (or its Affiliates or Sublicensees) under or in connection with this Agreement, whether or not patented or patentable, and any and all Patents and other intellectual property rights with respect thereto.

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