Ownership of the Purchased Equity Sample Clauses

Ownership of the Purchased Equity. Upon consummation of the Contemplated Transactions, the Buyer Partners shall be the record and beneficial owner of the Purchased Equity, free and clear of any Lien and any other limitation or restriction. Except for the Purchased Equity, there are no outstanding (i) partnership or other equity interests in the Partnership, (ii) securities of the Partnership convertible into or exchangeable for partnership or other equity interests in the Partnership or (iii) options or other rights to acquire or other obligations of the Partnership to issue any partnership or other equity interests in the Partnership.
Sample 1
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Ownership of the Purchased Equity. As of immediately prior to Closing, Seller is the sole record and beneficial owner of, free and clear of all Liens, and has good, valid and marketable title to, the Purchased Equity. Seller is not the subject of any bankruptcy, reorganization or similar Proceeding. Except for this Agreement and the Management Equity Purchase Agreement, (i) there are no outstanding Contracts or understandings between Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Purchased Equity or any other security of the Company and (ii) neither Seller nor any Management Investor has any right whatsoever to receive or acquire any membership interests, ownership interests, transferable interests or other securities in the Company.
Sample 1
Ownership of the Purchased Equity. Seller is the sole record and beneficial owner of the Purchased Equity. The Taqua Share constitutes all of the Equity Securities of Taqua owned by Seller or any other Person, and the Santera Interest constitutes all of the Equity Securities of Santera owned by Seller or any other Person. Seller has good title to such Purchased Equity, free and clear of all Liens. There are no obligations, contingent or otherwise, of either Company to (i) repurchase, redeem or otherwise acquire any shares of capital stock or membership interest or other Equity Securities of such Company, as applicable, or (ii) provide material funds to, or make any material investment in (in the form of a loan, capital contribution or otherwise), or provide any guarantee with respect to the obligations of, any Person. There are no outstanding share appreciation, phantom shares, profit participation or similar rights of any kind or character of either Company.
Sample 1
Ownership of the Purchased Equity. Such Seller is the record and beneficial owner of the Purchased Equity set forth on Exhibit C opposite such Seller’s name, and such Seller has good and marketable title to such Purchased Equity, free and clear of any and all Liens, other than restrictions on transfer that may arise under applicable securities Laws. There are no outstanding or authorized options, warrants, call or other rights or agreements to which such Seller is a party requiring such Seller to sell or transfer the Purchased Equity to any Person other than as provided in this Agreement. Other than this Agreement and the Organizational Documents of the Companies, such Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of the Purchased Equity. At the Closing, such Seller’s respective Purchased Equity will be sold, transferred and conveyed to Buyer, subject to the terms of this Agreement and pursuant to the procedures set forth in this Agreement, free and clear of all Liens, other than restrictions under applicable securities Laws.
Sample 1
Ownership of the Purchased Equity. Schedule 3.5 sets forth the number of Units held of record by the Seller, which Units constitute all the outstanding Units of the Company. Except for restrictions (a) contained in the Company’s Operating Document, (b) under applicable federal, state and local securities laws or (c) as set forth on Schedule 3.5, the Seller has good and valid title to the Units, free and clear of all Encumbrances (other than Encumbrances arising under applicable securities laws and regulations). Except for the Company LLC Agreement or as set forth on Schedule 3.5, there are no Contracts to which the Seller is a party or by which the Seller is bound relating to the voting, issuance, purchase, redemption, registration, repurchase or transfer of any of the Units.
Sample 1

Related to Ownership of the Purchased Equity

  • 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 Property (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards (SFAS) No. 13, as LEASE amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal, state and local income tax and all other purposes (A) this Lease will be treated as a financing arrangement, (B) the Lenders will be treated as senior lenders making loans to Lessee in an amount equal to the Loans, which Loans will be secured by the Properties, (C) Lessor will be treated as a subordinated lender making a loan to Lessee in an amount equal to the Investor Contribution, which loan is secured by the Properties, and (D) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of property like such Property for such tax purposes. Nevertheless, Lessee acknowledges and agrees that none of the Participants has made any representations or warranties to Lessee concerning the tax, accounting or legal characteristics of the Operative Agreements and that Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Agreements as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations for the repayment of the above-described loans, (i) this Lease shall also be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code and a real property mortgage or deed of trust, as applicable; (ii) the conveyance provided for in Section 2 shall be deemed a grant of a security interest in and a mortgage lien on Lessee's right, title and interest in the Properties (including the right to exercise all remedies as are contained in the applicable Lease Supplement and Memorandum of Lease upon the occurrence of a Lease Event of Default) and all proceeds of the conversion, voluntary or involuntary, of the foregoing into cash, investments, securities or other property, whether in the form of cash, investments, securities or other property, for the benefit of Lessor to secure Lessee's payment of all amounts owed by Lessee under this Lease and the other Operative Agreements and Lessor holds title to the Properties so as to create and grant a first lien and prior security interest in each Property pursuant to this Lease for the benefit of the Administrative Agent under the Assignment of Lease, to secure to the Administrative Agent the obligations of Lessee under the Lease; (iii) the possession by Lessor or any of its agents of notes and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be "possession by the secured party" for purposes of perfecting the security interest pursuant to Section 9-305 of the Uniform Commercial Code; and (iv) notifications to Persons holding such property, and acknowledgments, receipts or confirmations from financial intermediaries, bankers or agents (as applicable) of Lessee shall be deemed to have been given for the purpose of perfecting such security interest under applicable law. Lessor and Lessee shall, to the extent consistent with this Lease, take such actions as may be necessary to ensure that, if this Lease were deemed to create a security interest in the Properties in accordance with this Section, such security interest would be deemed to be a perfected security interest of first priority under applicable law and will be maintained as such throughout the Term. Nevertheless, Lessee acknowledges and agrees that no Participant has provided or will provide tax, accounting or legal advice to Lessee regarding this Lease, the Operative Agreements or the transactions contemplated hereby and thereby, or made any representations or warranties concerning the tax, accounting or legal characteristics of the Operative Agreements, and that Lessee has obtained and relied

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

  • Ownership of Company Stock None of the Investor nor any of its controlled Affiliates owns any capital stock or other equity or equity-linked securities of the Company.

  • Ownership of Company Capital Stock Neither Parent nor Merger Sub is, nor at any time during the last three (3) years has it been, an “interested stockholder” of the Company as defined in Section 203 of the DGCL (other than as contemplated by this Agreement).

  • 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 Shares Selling Shareholders own all of the Shares, free and clear of all liens, claims, rights, charges, encumbrances, and security interests of whatsoever nature or type.

  • Ownership of Shares The ownership of Shares shall be recorded on the books of the Trust or a transfer or similar agent for the Trust, which books shall be maintained separately for the Shares of each Series (and class). No certificates evidencing the ownership of Shares shall be issued except as the Board of Trustees may otherwise determine from time to time. The Trustees may make such rules as they consider appropriate for the transfer of Shares of each Series (and class) and similar matters. The record books of the Trust as kept by the Trust or any transfer or similar agent, as the case may be, shall be conclusive as to the identity of the Shareholders of each Series (and class) and as to the number of Shares of each Series (and class) held from time to time by each Shareholder.

  • Ownership of Acquired Property Except to the extent that a specific provision of this contract states to the contrary, the State shall own all intellectual property acquired or developed under this contract and all equipment purchased by the Engineer or its subcontractors under this contract. All intellectual property and equipment owned by the State shall be delivered to the State when the contract terminates, or when it is no longer needed for work performed under this contract, whichever occurs first.

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