Ownership of the Interest Sample Clauses
Ownership of the Interest. The Seller is the owner of, and has good and marketable title to, the Interest. The Seller is not in breach or violation of any terms or obligations under any contract or agreement affecting or relating to the Interest. The Seller has full and clear right to assign the Interest, and no other person, firm, corporation or governmental body has or will have any lien, right, title or interest whatsoever against, in, under or to all or any part of the Interest. There are no commitments, options or contracts under which the Seller is or may be obligated to transfer the Interest, except as set forth in the Operating Agreement dated , 2004 between Inland Real Estate Corporation and the New York State Teachers’ Retirement System (the “Operating Agreement”).
Ownership of the Interest. Immediately prior to the closing Seller will be the record and beneficial owner of Seller’s Interest, free and clear of any claim, lien, security interest or other-encumbrance, and at the closing Buyer will receive good and valid title to Seller’s Interest, free and clear of any claim, lien, security interest or other encumbrance, in each case except for encumbrances under the Joint Venture Agreement and except that Seller’s Interest has been pledged as additional security for the Senior Secured Notes due 2002 issued by Buyer (together, the “Permitted Liens”). Except for Seller’s Interest, Seller has no equity interest in Buyer.
Ownership of the Interest. CMG owns the Interest including its rights ------------------------- to the Cash Advance and all the Unimedia Shares, free and clear of all liens, claims, charges, pledges, security interests, options or other encumbrances. Upon Closing, Xx. Xxxxxxxxx (or the entity of his designation as per Section 1
Ownership of the Interest. Seller will have the complete and unrestricted right to sell the Interest at the Closing and will transfer good title of the Interest free and clear of all liens, encumbrances, and claims whatsoever, subject only to the terms of the Operating Agreement.
Ownership of the Interest. (a) The Seller is the legal and beneficial owner of the Interest.
(b) The Seller has not transferred or assigned or encumbered or surrendered in any way the PSC or the whole or any part of the Interest.
(c) Subject to the Conditions Precedent, the Seller is able to dispose of the Interest to the Purchaser free from any Encumbrances.
(d) Neither the entry into this Agreement nor the completion thereof will result in any third party being entitled to exercise any right of pre-emption or right of first refusal in respect of the Interest and, subject to the Conditions Precedent, the Seller is able freely to assign the Interest, and the Interest is not subject to any voting agreement or other arrangement or understanding restricting or otherwise relating thereto.
(e) All material permits, licences, consents, approvals, agreements and certificates required for the carrying out of operations in relation to the Interest have been obtained and are in effect, and so far as the Seller is aware, there are no events or circumstances which would be likely to give rise to revocation or restriction of any of these.
(f) All rights and interests of the Seller under the PSC or deriving therefrom are in full force and effect and the Seller has not committed any breach which would or might entitle NOCAL or the Government of the Republic of Liberia to revoke the PSC or any part thereof and no notice has been given to the Seller by NOCAL or the Government of the Republic of Liberia of any intention to revoke the PSC or any part thereof.
(g) The PSC represents the only material agreement and deed relating to the right, title and interest of the Seller in the Interest.
(h) So far as the Seller is aware, there exist no claims arising out of or in connection with the third party indemnity provided by the Seller pursuant to clause 2.4.19 of the Petroleum Law 2002 of the Republic of Liberia.
Ownership of the Interest. The Interest constitutes 7.71% of the registered capital of Beihai HTW, and, upon consummation of the transactions contemplated by this Agreement and registration of the Interest in the name of the Buyer in the stock records of Beihai HTW, the Buyer, assuming it shall have purchased the Interest for value in good faith and without notice of any adverse claim, will own 100.0% of registered capital of Beihai HTW. Upon consummation of the transactions contemplated by this Agreement, the Interest will be fully paid and nonassessable.
Ownership of the Interest. The Seller is the owner of, and has good and marketable title to, the Interest. The Seller is not in breach or violation of any terms or obligations under any contract or agreement affecting or relating to the Interest. The Seller has full and clear right to assign the Interest, and no other person, firm, corporation or governmental body has or will have any lien, right, title or interest whatsoever against, in, under or to all or any part of the Interest. There are no commitments, options or contracts under which the Seller is or may be obligated to transfer the Interest, except as set forth in the Limited Liability Company Agreement dated __________, 2005 between Inland Retail Real Estate Limited Partnership and Special Account – U, L.P. (the “Agreement”).
Ownership of the Interest. Adelphia has good and marketable title to ------------------------- the Interest. Upon the Closing, the Company will acquire good and marketable title to the Interest, free and clear of any liens, claims, restrictions or encumbrances of any kind, except as may be provided in the Amended Agreement.
Ownership of the Interest. Seller is the sole legal, beneficial, record, and equitable owner of the Interest, free and clear of all Encumbrances whatsoever other than the Amended Operating Agreement. Other than the Amended Operating Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Interest.
Ownership of the Interest. LYH represents and warrants that it has valid title to and owns the Shares free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims, options or limitations of every kind.