Title to Transferred Equity Interests Sample Clauses

Title to Transferred Equity Interests. The Selling Subsidiary is the sole record holder and the beneficial owner of all of the Transferred Equity Interests and has good and valid title to the Transferred Equity Interests, free and clear of any Liens, other than any Lien arising out of, under or in connection with any applicable securities Laws. The Transferred Equity Interests are (to the extent applicable) duly authorized, validly issued, fully paid and nonassessable. The Transferred Equity Interests, when delivered to Buyer pursuant to this Agreement at the Closing, will convey to Buyer good and valid title thereto, free and clear of any Liens, other than (i) any Lien arising out of, under or in connection with any applicable securities Laws or (ii) any Lien created by or through, or resulting from any facts or circumstances relating to, Buyer or its Affiliates. The Transferred Company has good and valid title to the issued and outstanding equity interests of each of its Subsidiaries, free and clear of all Liens other than any Lien arising out of, under or in connection with (i) any applicable securities Laws or (ii) the organizational documents of such Subsidiaries, and is the record and beneficial owner thereof. Except as set forth on Section 3.03 of the Disclosure Letter, neither the Transferred Equity Interests nor any of the equity interests of the Transferred Company’s Subsidiaries (i) are subject to, or were issued in violation of, any purchase option, call option, preemptive right, right of first refusal, or any similar rights pursuant to an agreement to which the Transferred Company or any of its Subsidiaries (or, to the knowledge of Seller, any other Person) is a party or (ii) were issued in violation of applicable Law.
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Title to Transferred Equity Interests. (a) Each Shareholder Selling Party is the record and beneficial owner of, and has good and valid title to, the outstanding shares of common stock of Seller, par value $0.001 per share, set forth with respect to such Shareholder Selling Party on Schedule 3.03(a) and the certificates representing such issued and outstanding shares of common stock, free and clear of all Liens. Schedule 3.03(a) is a complete and correct description of all outstanding equity interests, options or rights to acquire equity interests and instruments convertible into equity interests of Seller. The Shareholder Selling Parties own one hundred percent (100%) of the equity interests of Seller. (b) Immediately prior to the Restructuring, each Shareholder Selling Party was the record and beneficial owner of, and had good and valid title to, the outstanding shares of common stock of the Company, no par value per share, set forth with respect to such Shareholder Selling Party on Schedule 3.03(b) (the “Pre-Restructuring Stock Ownership Schedule”) and the certificates representing such issued and outstanding shares of common stock, free and clear of all Liens. (c) As of the date of this Agreement, Seller is the record and beneficial owner of, and has good and valid title to, the outstanding shares of common stock of the Company, no par value, set forth on Schedule 3.03(c) (the “Stock Ownership Schedule” and the shares set forth therein, collectively, the “Seller Interests”) and the certificates representing such Seller Interests, free and clear of all Liens. (d) As of the Closing Date, Seller is the record and beneficial power of, and has good and valid title to, the Transferred Equity Interests set forth on Schedule 3.03(d) (the “Membership Interest Schedule”) and the certificate representing such Transferred Equity Interests, free and clear of all Liens.
Sample 1
Title to Transferred Equity Interests. No Indebtedness of Transferred Entity 15 Section 3.4. SEC Filings 15 Section 3.5. No Conflict; Government Authorizations 15 Section 3.6. Financial Statements; Undisclosed Liabilities 16 Section 3.7. Absence of Certain Changes 16 Section 3.8. Taxes 17 Section 3.9. Intellectual Property 18 Section 3.10. Legal Proceedings 19 Section 3.11. Compliance with Laws; Permits 19 Section 3.12. Anti-Corruption and Trade Controls 20 Section 3.13. Environmental Matters 20 Section 3.14. Employee Benefit Plans 20 Section 3.15. Contracts 22 Section 3.16. Real Properties 24 Section 3.17. Transferred Personal Property and Transferred Inventory 24 Section 3.18. Sufficiency of Assets 25 Section 3.19. Labor and Employment 25 Section 3.20. Affiliate Agreements 27 Section 3.21. Finder’s Fee 27 Section 3.22. Privacy Laws 27 Section 3.23. Key Customers 28 Section 3.24. Key Vendors 28 Section 3.25. Insurance 28 Section 3.26. Bank Accounts 29 Section 3.27. Seller Guarantees 29 Section 3.28. Disclaimer of Other Representations and Warranties 29 ARTICLE IV REPRESENTATIONS AND WARRANTIES OF THE PURCHASER Section 4.1. Corporate Status 29 Section 4.2. Authority 30 Section 4.3. No Conflict; Governmental Authorizations 30 Section 4.4. Finder’s Fee 30 Section 4.5. Solvency 31 Section 4.6. Financing 31 Section 4.7. Limited Guaranty 32 Section 4.8. Investments 33 Section 4.9. No Reliance 33 ARTICLE V CERTAIN COVENANTS Section 5.1. Conduct of the Business 34 Section 5.2. Confidentiality; Access to Information 36 Section 5.3. Publicity 37 Section 5.4. Post-Closing Access 37 Section 5.5. Governmental Approvals and Notifications 38 Section 5.6. Third-Party Consents 40 Section 5.7. Shared Contracts 41 Section 5.8. Further Action; Accounts Payable; Payments Made 42 Section 5.9. Expenses 43
Sample 1
Title to Transferred Equity Interests. Sellers validly own, directly or indirectly through their Subsidiaries, beneficially and of record, all the rights, title, and interests in and to the Transferred Equity Interests and their Portfolio Investments set forth opposite such Seller’s or its Subsidiaries’ name in Section 4.5(b) of the Disclosure Schedule, free and clear of all Liens other than restrictions under applicable Laws, Permitted Liens, and Liens created by this Agreement and the Organizational Documents. Each Seller is entitled to sell and transfer or procure the sale and transfer of the full legal and beneficial ownership in their respective Transferred Equity Interests and Portfolio Investments to Buyer on the terms set out in this Agreement. No Person has the right (whether contingent or otherwise) to require the Fund Vehicles, the Controlled Transferred Entities or, to Sellers’ Knowledge, the Non-Controlled Transferred Entities (including their respective Subsidiaries) or their Investment Vehicles, to allot, issue, convert, register, sell or transfer, amortize, redeem or repay any share, security, loan capital or other interest in any Portfolio Investment. On the Closing Date, such Seller shall, or shall cause its Subsidiaries to, transfer to Buyer good title to all of such Seller’s, or its Subsidiaries’, respective Transferred Equity Interests and Portfolio Investments, free and clear of all Liens other than restrictions under applicable Laws, Permitted Liens, and Liens created by this Agreement and the Organizational Documents. Except for restrictions under applicable Laws, Permitted Liens, and Liens created by this Agreement and the Organizational Documents, there is no agreement or commitment to create any Liens, and no claim has been made that any person is entitled to any such Lien, with respect to the Transferred Equity Interests and to the Knowledge of Sellers, their Portfolio Investments.
Sample 1
Title to Transferred Equity Interests. Seller is the sole record/legal, and is the beneficial, owner of all of the Transferred Equity Interests and has good and valid legal and beneficial title to the Transferred Equity Interests, free and clear of any Liens. The Transferred Equity Interests are (to the extent applicable) duly authorized, validly issued, fully paid and nonassessable. Each Transferred Company has good and valid legal and beneficial title to the issued and outstanding equity interests of each of its Subsidiaries, free and clear of all Liens, and is the record/legal and beneficial, owner thereof.
Sample 1

Related to Title to Transferred Equity Interests

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • Good Title to Property The Company and each of the Subsidiaries has good and valid title to all property (whether real or personal) described in the Registration Statement, the Disclosure Package and the Prospectus as being owned by each of them, in each case free and clear of all liens, claims, security interests, other encumbrances or defects except such as are described in the Registration Statement, the Disclosure Package and the Prospectus and those that would not, individually or in the aggregate materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. All of the property described in the Registration Statement, the Disclosure Package and the Prospectus as being held under lease by the Company or a Subsidiary is held thereby under valid, subsisting and enforceable leases, without any liens, restrictions, encumbrances or claims, except those that, individually or in the aggregate, are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

  • Title to Assets; No Encumbrances Each of the Loan Parties and its Subsidiaries has (a) good, sufficient and legal title to (in the case of fee interests in Real Property), (b) valid leasehold interests in (in the case of leasehold interests in real or personal property), and (c) good and marketable title to (in the case of all other personal property), all of their respective assets reflected in their most recent financial statements delivered pursuant to Section 5.1, in each case except for assets disposed of since the date of such financial statements to the extent permitted hereby. All of such assets are free and clear of Liens except for Permitted Liens.

  • Real Property; Title to Assets (a) Section 3.14(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property owned by the Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, the Company or a Subsidiary of the Company has good and valid fee title to each Owned Real Property, in each case free and clear of all Liens and defects in title, except for Permitted Liens. Neither the Company nor its Subsidiaries has granted, or is obligated under, any option, right of first offer, right of first refusal or similar contractual right to sell or dispose of the Owned Real Property or any portion thereof or interest therein. Neither the Company nor its Subsidiaries have leased or otherwise granted to any person the right to use or occupy any of the Owned Real Property or any portion thereof. (b) No member of the Company Group leases any real property, and no member of the Company Group is a party to any Contract to lease any real property or interest therein. (c) Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and subsisting ownership interests in all of the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.

  • 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 Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Transferred Assets (a) As of the Effective Time and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the rights, title and interest of Seller in the following assets associated with the Transferred Banking Center and identified in this Agreement and the Exhibits hereto and not otherwise excluded from sale pursuant to the provisions of Section 1.1(b) (collectively, the “Transferred Assets”): (1) all leases under which land and/or the building used as the Transferred Banking Center (the “Leased Property”) were leased by the Failed Bank and are leased by the Receiver and for which the Seller has an option to assume under the FDIC Agreement (the “Banking Center Lease”) listed on Exhibit 1.1(a)(1), unless Purchaser elects not to assume the Banking Center Lease (as defined below) pursuant to Section 1.10; (2) except as provided in Section 1.1(b), all furniture, fixtures, leasehold improvements, equipment and other tangible personal property located at the Transferred Banking Center and used in conducting Seller’s business at the Transferred Banking Center (the “Personal Property,” and together with the Leased Property and the Banking Center Lease, the “Property”); (3) all personal property leases affecting the Transferred Banking Center, including all equipment leases for equipment located at the Transferred Banking Center, but excluding personal property leases for data processing equipment and software (subject to the exclusion, the “Equipment Leases”) all as set forth on Exhibit 1.1(a)(3); (4) those operating contracts under which goods or services are provided at the Transferred Banking Center, but excluding (i) all contracts that do not apply solely to the Transferred Banking Center but also apply to operations of Seller that are not the Transferred Banking Center, and (ii) all data processing contracts, regardless of scope (subject, in each case, to such exclusions, the “Assignable Contracts”) all as set forth on Exhibit 1.1(a)(4); (5) the automated teller machine located at the Transferred Banking Center; (6) all coins and currency located at the Transferred Banking Center as of the Effective Time (the “Coins and Currency”); and (7) all outstanding balances and accrued interest of the overdraft lines of credit associated with the Deposit Liabilities and set forth on Exhibit 1.1(a)(5) (the “Overdraft Lines of Credit”), provided that such Overdraft Lines of Credit are not (A) in excess of $5,000 individually or $100,000 in the aggregate or (B) outstanding for thirty (30) days or more. (b) Excluded from the assets, properties and rights being transferred, conveyed and assigned to Purchaser under this Agreement are Seller’s rights in and to any refund for any Taxes and, except as specifically provided in Article III, any of Seller’s or its affiliates’ corporate logos, trademarks, trade names, signs, paper stock, forms and other supplies containing any such logos, software, trademarks or trade names, trade names and logos of third parties with whom Seller has contracted to provide services to its customers and any other assets of Seller or related to the Failed Bank not set forth in Section 1.1(a) (collectively, the “Excluded Assets”). Purchaser understands and agrees that it is purchasing only the assets specified in this Agreement and, except as may be expressly provided for in this Agreement, Purchaser has no interest in or right to any other business conducted by Seller at the Transferred Banking Center. (c) THE CONVEYANCE OF ALL THE TRANSFERRED ASSETS, INCLUDING PERSONAL PROPERTY INTERESTS, PURCHASED BY PURCHASER UNDER THIS AGREEMENT SHALL BE MADE, AS NECESSARY, BY SELLER’S XXXX OF SALE, “AS IS,” “WHERE IS,” WITHOUT RECOURSE AND, EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT WITHOUT ANY WARRANTIES WHATSOEVER WITH RESPECT TO SUCH ASSETS EXPRESS OR IMPLIED, WITH RESPECT TO TITLE, ENFORCEABILITY, COLLECTABILITY, DOCUMENTATION OR FREEDOM FROM LIENS OR ENCUMBRANCES (IN WHOLE OR IN PART), OR ANY OTHER MATTERS.

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