Ownership of Owner Sample Clauses

Ownership of Owner. Owner represents and warrants that its Interestholders are completely and accurately listed in Exhibit A. If there have been changes, Owner will provide a list of the names and addresses of the Interestholders and documents necessary to confirm such information and update Exhibit A.
Sample 1Sample 2Sample 3
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Ownership of Owner. Contributor, collectively, owns the LLC Interest as set forth on Schedule 1, which represents all of the limited liability company interests of Owner, except as set forth on Schedule 1-B, which sets forth the Series A Preferred Units and Series A Preferred Unit Holders, and Owner has not issued any options to acquire its limited liability company interests or made any other commitments to any person to issue its limited liability company interests under any circumstances. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the LLC Interest. The LLC Interest is validly issued, fully paid and nonassessable. Contributor has the right and power to transfer and assign the LLC Interest free and clear of all liens, encumbrances, restrictions, claims, pledges or security interests or charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. Upon the transfer of the LLC Interest to the Company, the Company will have good, valid and marketable title to the LLC Interest, free and clear of all liens, encumbrances, restrictions, claims, pledges, security interests, charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. The Series A Preferred Units constitute all of the Series A Preferred Units in the Company and the Series A Preferred Unit Holders constitute all of the Series A Preferred Unit Holders in the Company. The Series A Preferred Units are not being redeemed, exchanged or contributed as part of this transaction and will remain unchanged following consummation of this transaction.
Sample 1
Ownership of Owner. The Seller owns good and valid title to 89% of the ownership interests in Owner, free and clear of all liens, security interests, assignments, options, warrants, calls and adverse claims to title of any kind or character, and such Ownership Interest is not the subject of any agreement (other than this Agreement and any other document or instrument given or entered into in connection with Closing) providing for the sale and transfer thereof or any rights with respect thereto. CBM owns good and valid title to 11% of the ownership interests in Owner, free and clear of all liens, security interests, assignments, options, warrant, calls and adverse claims to title of any kind or character, and such ownership interests are not the subject of any agreement (other than this Agreement and any other document or instrument given or entered into in connection with Closing) providing for the sale and transfer thereof or any rights with respect thereto.
Sample 1
Ownership of Owner. The Seller owns the Contributed Interests, which represents all of the limited liability company interests of Owner, and Owner has not issued any options to acquire its limited liability company interests or made any other commitments to any person to issue its limited liability company interests under any circumstances. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests. The Contributed Interests are validly issued, fully paid and nonassessable. Subject to payment of the Loan Payoff Amount, Seller has the right and power to transfer and assign Contributed Interests free and clear of all liens, encumbrances, restrictions, claims, pledges or security interests or charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. Upon the transfer of the Contributed Interests to the Operating Partnership, the Operating Partnership will have good, valid and marketable title to the Contributed Interests, free and clear of all liens, encumbrances, restrictions, claims, pledges, security interests, charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise.
Sample 1
Ownership of Owner. The Borrower shall remain the legal holder and direct beneficial owner of the entire issued and allotted share capital of the Owner free from any Security Interest.
Sample 1
Ownership of Owner. All information concerning the ownership of Owner set forth in Exhibit A (a) is accurate and complete as of the Effective Date, and (b) does not omit the statement of any material fact necessary to make them not misleading. Owner is the sole owner of the fee title to the Premises and the Hotel.
Sample 1

Related to Ownership of Owner

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

  • 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 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 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 Equipment Unless otherwise expressly set forth elsewhere in this Agreement, any and all tangible equipment, materials, documentation, or other items provided by the Company in connection with this Agreement shall remain the property of the Company.

  • Ownership of Records All records required to be maintained and preserved by the Corporation or Fund pursuant to the provisions of rules or regulations of the Securities and Exchange Commission under Section 31(a) of the Act and maintained and preserved by the Manager on behalf of the Corporation or Fund, as appropriate, are the property of the Corporation or Fund, as appropriate, and will be surrendered by the Manager promptly on request by the Corporation or Fund, as appropriate.

  • 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 Materials Employee agrees that all inventions, improvements, discoveries, designs, technology, and works of authorship (including but not limited to computer software) made, created, conceived, or reduced to practice by Employee, whether alone or in cooperation with others, during employment, together with all patent, trademark, copyright, trade secret, and other intellectual property rights related to any of the foregoing throughout the world, are among other things works made for hire and belong exclusively to the Company, and Employee hereby assigns all such rights to the Company. Employee agrees to execute any documents, testify in any legal proceedings, and do all things necessary or desirable to secure Company’s rights to the foregoing, including without limitation executing inventors’ declarations and assignment forms. If there is a separate signed agreement between Employee and the Company including terms directly related to intellectual property rights, then the intellectual property terms of that agreement shall control.

  • Joint Ownership of Interests A Partnership Interest may be acquired by two individuals as joint tenants with right of survivorship, provided that such individuals either are married or are related and share the same home as tenants in common. The written consent or vote of both owners of any such jointly held Partnership Interest shall be required to constitute the action of the owners of such Partnership Interest; provided, however, that the written consent of only one joint owner will be required if the Partnership has been provided with evidence satisfactory to the counsel for the Partnership that the actions of a single joint owner can bind both owners under the applicable laws of the state of residence of such joint owners. Upon the death of one owner of a Partnership Interest held in a joint tenancy with a right of survivorship, the Partnership Interest shall become owned solely by the survivor as a Limited Partner and not as an assignee. The Partnership need not recognize the death of one of the owners of a jointly-held Partnership Interest until it shall have received notice of such death. Upon notice to the General Partner from either owner, the General Partner shall cause the Partnership Interest to be divided into two equal Partnership Interests, which shall thereafter be owned separately by each of the former owners.

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