Title to the Company Interests Sample Clauses

Title to the Company Interests. Each Seller owns, directly or indirectly, beneficially and of record, the Interests of the Company Entities reflected to be owned, directly or indirectly, by such Seller on Section 3.3 of the Sellers Disclosure Schedule, free and clear of all Liens, except (a) as may be created by this Agreement, (b) as may be set forth in the Governing Documents of the applicable Company Entity, (c) for any restrictions on sales of securities under applicable securities Laws and (d) as set forth on Section 3.4 of the Sellers Disclosure Schedule. The Interests set forth on Section 3.3 of the Sellers Disclosure Schedule constitute 100% of the issued and outstanding membership interests of the Company Entity to which such Interests relate (except as otherwise indicated on Section 3.3 of the Sellers Disclosure Schedule) and have been duly authorized and validly issued.
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Title to the Company Interests. (a) The Sellers are the lawful owners, of record and beneficially, of all of the Company Interests in the amounts set forth on Schedule 3.1 and have good and marketable title to such securities, free and clear of any Encumbrances whatsoever (except for the Encumbrances set forth on Schedule 3.1, all of which shall be terminated, released, discharged and satisfied in full prior to the Closing) and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Except for this Agreement or as set forth on Schedule 3.1 (all of which items set forth thereon shall be terminated, released, discharged and satisfied in full prior to or at Closing), there are no agreements or understandings to which the Company and/or any Seller is a party or is bound with respect to, directly or indirectly, the acquisition, disposition or voting of, or any other matters pertaining to, any of the Equity Interests of the Company.
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Title to the Company Interests. As of the Closing Date, RMO will collectively own, beneficially and of record, all of the shares of Company Interest free and clear of any and all Liens except as set forth on Schedule 6.4. There are no outstanding subscriptions, options, warrants, rights of first refusal or other agreements or commitments, other than this Agreement, obligating RMO to transfer, or granting an option or right by RMO to any Person to purchase or acquire from RMO the Company Interests or any other securities of the Company.
Sample 1
Title to the Company Interests. As of the date of this Agreement, AQ Seller has good and marketable title to, and is the record and beneficial owner of, all of the Company Interests, and, as of immediately prior to the Closing and following the Distribution, AQ Seller will have good and marketable title to, and will be the record and beneficial owner of, all of the Company Interests other than the Blocker Interests, in each case, free and clear of all Liens other than Permitted Liens. There are no outstanding options, warrants, call or other rights or agreements to which AQ Seller is a party requiring AQ Seller to sell or transfer its Company Interests to any Person other than as provided in this Agreement. Except as set forth on Schedule 3.05, AQ Seller is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Company Interests.
Sample 1
Title to the Company Interests. As of immediately prior to the Closing and following the Distribution, such Blocker Corp shall have good and marketable titled to, and shall be the record and beneficial owner of, all of the Company Interests set forth opposite its name on Schedule I attached to this Agreement, free and clear of all Liens other than Permitted Liens. There are no outstanding options, warrants, call or other rights or agreements to which such Blocker Corp is a party requiring such Blocker Corp to sell or transfer its Blocker Interests to any Person other than as provided in this Agreement. Except as set forth on Schedule 5.05, such Blocker Corp is not party to any voting trust or other agreement with respect to the voting, redemption, sale, pledge, transfer or other disposition of its Blocker Interests.
Sample 1

Related to Title to the Company Interests

  • Title to the Assets Corporation owns (with good title) all of the properties and assets (whether real, personal or mixed and whether tangible or intangible) that it purports to own including all the properties and assets reflected as being owned by Corporation in the financial Books and Records. Corporation is the sole and unconditional owner of such assets free and clear of all Liens except as disclosed in Schedule 3.2(l).

  • Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.

  • Title to Partnership Assets Title to Partnership assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Partnership as an entity, and no Partner or Assignee, individually or collectively, shall have any ownership interest in such Partnership assets or any portion thereof. Title to any or all of the Partnership assets may be held in the name of the Partnership, the General Partner, one or more of its Affiliates or one or more nominees, as the General Partner may determine. The General Partner hereby declares and warrants that any Partnership assets for which record title is held in the name of the General Partner or one or more of its Affiliates or one or more nominees shall be held by the General Partner or such Affiliate or nominee for the use and benefit of the Partnership in accordance with the provisions of this Agreement; provided, however, that the General Partner shall use reasonable efforts to cause record title to such assets (other than those assets in respect of which the General Partner determines that the expense and difficulty of conveyancing makes transfer of record title to the Partnership impracticable) to be vested in the Partnership as soon as reasonably practicable; provided, further, that, prior to the withdrawal or removal of the General Partner or as soon thereafter as practicable, the General Partner shall use reasonable efforts to effect the transfer of record title to the Partnership and, prior to any such transfer, will provide for the use of such assets in a manner satisfactory to the General Partner. All Partnership assets shall be recorded as the property of the Partnership in its books and records, irrespective of the name in which record title to such Partnership assets is held.

  • Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Properties The Company and each Subsidiary have 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 their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Partnership Property All property owned by the Partnership shall be deemed to be owned by the Partnership as an entity, and no Partner, individually, shall have any ownership interest in any such property. Title to Partnership property may be held in street name or another sort of nominee arrangement if the General Partner determines that such arrangement is in the Partnership's best interest.

  • Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

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