Ownership of the Contributed Equity Interests Sample Clauses

Ownership of the Contributed Equity Interests. Each Contributor is the beneficial and record owner of all the Contributed Equity Interests opposite such Contributor’s name on the Allocation Schedule, and has marketable title to such Contributed Equity Interests, free and clear of all Liens. No Contributor has granted a currently effective power of attorney or proxy to any Person with respect to any of the Contributed Equity Interests held by such Contributor. At the Closing, Buyer will acquire beneficial and record ownership of such Contributed Equity Interests free and clear of all Liens.
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Ownership of the Contributed Equity Interests. Exhibit A sets forth the owners of record of the Contributed Equity Interests. The Enbridge Entities are the recorded and beneficial owners of, and have good and valid title to, the Directly Contributed Equity Interests and the Directly Contributed Entities and Enbridge SL Holdings LP, as applicable, are the record and beneficial owners of, and have good and valid title to, the Indirectly Contributed Equity Interests, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of any of the Contributed Entities or applicable Laws, or resulting from actions of the Fund Entities or any of their Affiliates). At Closing, EIPLP will acquire good and valid title to all of the Directly Contributed Equity Interests, free and clear of any Encumbrances (other than those set forth in the previous sentence) and the Indirectly Contributed Equity Interests will be free and clear of any Encumbrances (other than those set forth in the previous sentence).
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Ownership of the Contributed Equity Interests. Owner and Seller own, beneficially and of record, 100% of and have good and valid title to all of the Contributed Equity Interests, free and clear of any Lien (other than restrictions on transfer imposed under applicable securities Laws). Upon delivery to Purchaser at the Closing of the certificate(s) representing the Contributed Equity Interests, endorsed by Seller or Owner, as applicable, accompanied by a stock power or other instrument of transfer executed by Seller or Owner, as applicable, and upon Seller’s receipt of the Estimated Consideration, Purchaser will acquire good and valid title to all of the Contributed Equity Interests free and clear of any Lien (other than restrictions on transfer imposed under applicable securities Laws).
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Related to Ownership of the Contributed Equity Interests

  • Ownership of Equity Interests Issue, sell, transfer, pledge or otherwise dispose of any partnership interests, shares of capital stock or other equity or ownership interests ("Equity Interests") in any member of the Consolidated Group, except (i) issuance, sale or transfer of Equity Interests to a Credit Party by a Subsidiary of such Credit Party, (ii) in connection with a transaction permitted by Section 8.4, and (iii) as needed to qualify directors under applicable law.

  • Ownership of Membership Interests The Member shall own all of the membership interests in the Company and the Member shall have a 100% distributive share of the Company’s profits, losses and cash flow.

  • OWNERSHIP OF THE ASSETS LNY will have exclusive and absolute ownership and control of its assets, including all assets in the Variable Account.

  • Company Subsidiaries; Equity Interests (a) The Company Disclosure Letter lists each Company Subsidiary and its jurisdiction of organization. Except as specified in the Company Disclosure Letter, all the outstanding shares of capital stock or equity investments of each Company Subsidiary have been validly issued and are fully paid and nonassessable and are as of the date of this Agreement owned by the Company, by another Company Subsidiary or by the Company and another Company Subsidiary, free and clear of all Liens.

  • Equity Interests and Ownership The Equity Interests of each of Borrower and its Subsidiaries have been duly authorized and validly issued and are fully paid and non-assessable. Except as set forth on Schedule 4.2, as of the date hereof, there is no existing option, warrant, call, right, commitment or other agreement to which Borrower or any of its Subsidiaries is a party requiring, and there is no membership interest or other Equity Interests of Borrower or any of its Subsidiaries outstanding which upon conversion or exchange would require, the issuance by Borrower or any of its Subsidiaries of any additional membership interests or other Equity Interests of Borrower or any of its Subsidiaries or other Securities convertible into, exchangeable for or evidencing the right to subscribe for or purchase a membership interest or other Equity Interests of Borrower or any of its Subsidiaries. Schedule 4.2 correctly sets forth the ownership interest of Borrower and each of its Subsidiaries as of the Third Restatement Date.

  • 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 Property; Liens; Investments (a) Each Loan Party and each of its Subsidiaries has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Subsidiaries; Equity Interests The Parent does not own, directly or indirectly, any capital stock, membership interest, partnership interest, joint venture interest or other equity interest in any person.

  • 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.

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