Capitalization; Title. (a) The total issued and outstanding equity of the Partnership consists of the Interests plus the interests of the Managing General Partner and the Administrative General Partner as set forth in Section 4.3(a) of the Disclosure Schedule. The aggregate capital contribution amount set forth in Section 4.3(a) of the Disclosure Schedule is the true and correct amount of aggregate capital contributions made by such LP Seller to the Partnership.
Capitalization; Title. The authorized capital of the Administrative General Partner consists of 50,000 shares, par value $1.00 per share, of which 1,000 shares are outstanding. All AGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Administrative General Partner has good, valid, and marketable title to all of the Interests the Administrative General Partner owns, free and clear of any and all Encumbrances. Xxxxxxxxxxxxx owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the AGP Shares, free and clear of any and all Encumbrances. At the Closing, Xxxxxxxxxxxxx will convey ownership of the AGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from Xxxxxxxxxxxxx of any AGP Shares.
Capitalization; Title. (a) The authorized capital of the Managing General Partner consists of 500 shares of stock, without par value, of which 100 shares are outstanding. All MGP Shares are validly issued and outstanding, fully paid, and non-assessable. The Managing General Partner has good, valid, and marketable title to all of the Interests the Managing General Partner owns, free and clear of any and all Encumbrances. MGP Stockholder owns, beneficially and of record, and has good, valid, and marketable title to and the right to transfer to Purchaser, all of the MGP Shares, free and clear of any and all Encumbrances. At the Closing, MGP Stockholder will convey ownership of the MGP Shares, free and clear of any and all Encumbrances. No Person other than Purchaser has any written or oral agreement, arrangement or understanding or option to or any right or privilege (whether by law, preemption, or contract) that is an agreement, arrangement, understanding, or option for the purchase or acquisition from MGP Stockholder of any MGP Shares.
Capitalization; Title. Prior to the issuance of the Seller Golden Unit to Buyer Parent, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances. The outstanding Company Membership Interest is owned of record and beneficially by Seller, free and clear of any Encumbrances. The Seminole Stock is owned of record and beneficially by the Company, free and clear of any Encumbrances except as set forth on Schedule 2.2. All of the Membership Interests and the Seminole Stock have been duly authorized and validly issued. Except for this Agreement, the Mapletree Purchase Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the Membership Interests. There are no voting trusts or other agreements or understandings to which any of the Seller or any of its Subsidiaries is a party with respect to the voting of the Membership Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement and the Seminole Purchase Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Membership Interests or any securities convertible into or exchangeable for any Membership Interests. The Seller has valid and marketable title to the Subject Membership Interest and the sale and transfer of the Subject Membership Interest by the Seller to the Buyer hereunder will transfer title to the Subject Membership Interest to the Buyer free and clear of any Encumbrances.
Capitalization; Title. (a) The Acquired Company's authorized capitalization consists of Four Hundred (400) common shares having no par value per share, of which Three Hundred (300) shares are issued and outstanding.
Capitalization; Title. (a) The entire authorized, issued and outstanding capital stock or other ownership interests in each of the Corporations, and the record (or, as the case may be, legal title holder) and beneficial owner or owners thereof, are set forth in Schedule 4.2(a). All of the Stock of HWL and HAB is duly authorized, validly issued, fully paid and nonassessable. The shares of HGmbH are duly authorized, validly issued, fully paid and nonassessable. The Stock represents all of the outstanding ownership interests in the Corporations. Except as set forth on Schedule 4.2(a), the Stock is owned by Seller free and clear of any Liens or Restrictions.
Capitalization; Title. All of the outstanding partnership interests of the Company are owned of record and beneficially by LLC1 and LLC2. All of the outstanding limited liability company interests of each of LLC1 and LLC2 are owned of record and beneficially by a wholly-owned subsidiary of the Seller Parent. All of the Interests have been duly authorized and validly issued. Except for this Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire the Interests. There are no voting trusts or other agreements or understandings to which any of the Sellers or the Company is a party with respect to the voting of the Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Interests or any securities convertible into or exchangeable for any Interests. LLC 1 and LLC2 have valid and marketable title to the Interests and the sale and transfer of the Interests by LLC1 and LLC2 to Buyer1 and Buyer2 hereunder will transfer title to the Interests to such buyers free and clear of any Encumbrances.
Capitalization; Title. (a) The authorized capital stock of Company consists of 200,000 shares of common stock, $.01 par value. All of the issued and outstanding shares of Company have been duly authorized and validly issued and are fully paid and nonassessable.
Capitalization; Title. (a) The Company's authorized capitalization consists of One Hundred Thousand (100,000) common shares of which Two Thousand Six Hundred (2,600) shares are issued and outstanding as of the Closing Date. Attached as Schedule 5.04 hereto is a true and correct list of all Shareholders of the Company as of the Closing Date, the residence address of such Shareholder and the number of Company Shares held by each Shareholder.
Capitalization; Title. The Company’s only authorized capital stock is 1,000 shares of common stock (the “Common Stock”), all of which is issued and outstanding and owned of record and beneficially by the Seller. All of the Common Stock has been duly authorized and validly issued and is fully paid and nonassessible, free and clear of any Encumbrances. There are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire the Common Stock or any other equity security of the Company. Except for this Agreement, there are no voting trusts or other agreements or understandings to which the Seller or the Company is a party that restrict or otherwise relate to the voting, dividend rights or disposition of the Common Stock. There is no indebtedness of the Company having general voting rights issued and outstanding. The Company has no obligation to make any capital contributions to any Person, except as required under the Partnership Agreements. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Common Stock or any securities convertible into or exchangeable for any Common Stock. The Seller has good, valid and marketable title to the Common Stock and the sale and transfer of the Common Stock by the Seller to the Buyer hereunder will transfer good, valid and marketable title to the Common Stock to the Buyer free and clear of any Encumbrances.
