Common use of Membership Interests Clause in Contracts

Membership Interests. (a) Schedule 4.3(a) accurately and completely sets forth the capital structure of the Company including the number of membership interests, or other equity interests which are authorized and which are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, the Members, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately The Initial Members own, beneficially and completely sets forth the capital structure of record, all of the Company including Initial Members Interests, free and clear of all Encumbrances, which Initial Members Interests comprise, as of the number date of membership intereststhis Agreement, or other equity interests which are authorized and which are issued and outstanding. All 100% of the issued and outstanding membership interests, or other equity interests of the Company (a) are duly authorizedCompany. As of Closing the Members shall own, validly and upon Closing the Purchaser shall acquire, beneficially and of record, all of the Interests, free and clear of all Encumbrances, which Interests shall comprise 100% of the issued and outstanding equity interests of the Company. The Initial Members Interests were issued, fully paid and nonassessablethe Additional Interests will be issued, (b) are, immediately prior to in compliance with all applicable Laws and the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a)Interests are not, and (c) will not be, subject to, nor were not issued they issued, or acquired by the holders thereof will be issued, in violation of of, any Law, agreement or the preemptive rights of any Personrights. Except as set forth on Disclosure Schedule 4.3(a)4.5, no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding or authorized options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities securities, or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements capital of the Company, pursuant to which the MembersCompany is or may become obligated to issue any equity interests or any securities convertible into, exchangeable for, or evidencing the right to subscribe for, any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of in the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Disclosure Schedule 4.3(a)4.5, there are no voting trusts, proxies or other agreements or understandings to which the Company or the Members is a party with respect to the voting of the Interests. Except for Purchaser’s right under this Agreement, no Person has never purchasedany written or oral agreement, redeemed option or otherwise acquired warrant or any membership right or privilege (whether by Law, pre-emptive or contractual) capable of becoming such for (i) the purchase or acquisition from the Members of any of the Interests, or (ii) the purchase, subscription, allotment or issuance of any equity interests or other equity interests securities of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately and completely sets forth the capital structure The Membership Interests comprise all of the Company including the number of membership interests, or other equity interests which are authorized and which are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company (a) each Project Company. The Membership Interests are owned beneficially and of record by Seller and have been duly authorized, authorized and validly issued, issued and are fully paid and nonassessable. Seller owns and holds, (b) arebeneficially and of record, immediately prior good and marketable title to the Closingentire right, held of record by the Persons title and interest in the amounts set forth on Schedule 4.3(a)Membership Interests, free and (c) were not issued or acquired by the holders thereof in violation clear of any Lawclaim, agreement suit, proceeding, call commitment, voting trust, proxy, restriction, limitation or the preemptive rights Encumbrance. No Person other than Seller is or has ever been a member of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, the Members, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Project Company or owned any entity that has been merged into the Company has given rise to Membership Interests in any claim or action by any Person that is enforceable against the Project Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members areExcept for this Agreement, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, call, conversion right, call, preemptive right or commitment or right of any kind kind, whether direct, contingent, or otherwise, exists that obligates or would obligate Seller or any Project Company to have issue any ownership interests in such Project Company or that obligates Seller or such Project Company to sell, transfer, issue or otherwise dispose of any Membership Interest or other interest in such Project Company. There are no restrictions upon the voting or transfer of any ownership interests in any Project Company or any of its assets, properties or business, except for any restrictions imposed by the Securities Act of 1933, as amended (the “Securities Act”) or any other applicable Law or any other restrictions applicable to Buyer. There is no outstanding stock appreciation, phantom stock, profit participation, equity security issuedparticipation or similar right that is binding on any Project Company. There are no bonds, debentures, notes or other Indebtedness of any Project Company having the right to vote on or consent to (or, convertible into, or exchangeable for, securities having the right to vote on or consent to) any matters on which members or managers of such Project Company may vote.

Membership Interests. (a) Schedule 4.3(a) accurately and completely sets forth the capital structure All Membership Interests of the Company including the number of membership interests, or other equity interests which are has been duly authorized and which validly issued, and are fully paid and non-assessable. (b) The sole record and beneficial owner of 100% of the Membership Interests of the Company is the Seller. No other units of Company Membership Interests are issued and outstanding. All outstanding as of the issued date hereof. Any proposed changes in the ownership of Company Membership Interests between the date of this Agreement and outstanding membership interests, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid Closing Date will be disclosed to and nonassessable, (b) are, immediately prior to the Closing, held of record approved in advance by the Persons and in the amounts set forth on Schedule 4.3(a), and Buyer. (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Company Disclosure Schedule 4.3(a4.13(c), there are no membership interestsissued or outstanding (i) Membership Interests purchase options, warrants or other equity interests right (whether or not currently exercisable) to acquire any units of Membership Interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements securities of the Company, (ii) security, instrument or obligation that is or may become convertible into or exchangeable for any units of Membership Interests or other securities of the MembersCompany, (iii) Contract under which the Company is or may become obligated to sell or otherwise issue any units of Membership Interests or any other securities of the Company or (iv) condition or circumstance that may give rise to or provide a basis for the assertion of a claim by any Person to the effect that such Person is entitled to acquire or receive any units of Membership Interests or other securities of the Company. The Company has not issued any debt securities which grant the holder thereof any right to vote on, or veto, any actions by the Company. (d) Except as set on Company Disclosure Schedule 4.13(d), unless otherwise approved by Buyer, there are or will not be at the Closing any issued and outstanding units of Company Membership Interests that are subject to purchase options or warrants or subject to any repurchase or redemption right or right of first refusal in favor of the Company, or any other Person Person. (e) Except as set forth on Company Disclosure Schedule 4.13(e), (i) the Company is not a party to purchaseor bound by any, redeem and to the knowledge of the Company, there are no, agreements or otherwise acquire understandings with respect to the voting (including voting trusts and proxies) or sale or transfer (including agreements imposing transfer restrictions) of any outstanding membership interests units of Membership Interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; and (iiiii) there are no dividends agreements to which have accrued the Company is a party or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights by which it is bound with respect to the Company; registration under the Securities Act of 1933, as amended (v) there are no voting agreements or other agreements relating to the management “Securities Act”), of any securities of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. The Seller Members own, beneficially and of record (a) Schedule 4.3(a) accurately and completely sets forth the capital structure including all of the Company including the number rights and obligations in respect thereof), free and clear of membership interestsany Encumbrances (other than Permitted Encumbrances), or other equity interests which are authorized and which are issued and outstanding. All 100% of the issued Membership Interests and outstanding membership interests, or other equity interests Equity Interests in the Company. Schedule B is an accurate and complete list of the Company (aMembership Interests held by each Seller Member in respect of any such Membership Interests) are duly authorized, validly issued, fully paid and nonassessable, (b) are, as of immediately prior to the Closing, held of record by the Persons Closing and no other Person has any interest in the amounts Company. Each Seller Member is the only “member” (as defined in the Act) of the Company in respect of all of the interest of such Seller Member in the Company set forth on Schedule 4.3(a)B hereto. Upon delivery of the Aggregate Purchase Price at the Closing, good, marketable and (c) were not issued or acquired by valid title to the holders thereof in violation Purchased Interests will pass to Buyer, free and clear of any Law, agreement or the preemptive rights of any PersonEncumbrances (other than Permitted Encumbrances). Except as set forth on Schedule 4.3(a)for this Agreement, no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and each such Seller Member (i) is not party to any, and has not granted to any other Person any, and there are no no, outstanding options, warrants, rights, calls, commitments, conversion subscription rights, rights of exchangefirst refusal or any other commitments providing for, subscriptionsor restricting, claims of any characterthe acquisition, agreements, obligations, convertible disposition or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests cancellation of the CompanyPurchased Interests as contemplated hereunder; and (ii) there are no outstanding contracts is not a party to any voting agreement, voting trust, proxy or other agreements of the Company, the Members, agreement or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights understanding with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rightsPurchased Interests, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at ClosingCompany’s Organizational Documents. Each of Sections 16 (Restrictions on Transfer). No prior offer, issue17 (Company Right of First Refusal), redemption18 (Right of Co-Sale), call19 (Effect of Failure to Comply with ROFR and Right of Co-Sale), purchase, sale, transfer, negotiation or other transaction 20 (Drag-Along Right) and 22 (Participation Rights of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrantsInnovated Assets LLC) of the Company Operating Agreement have been satisfied or any entity that has been merged into the Company has given rise to any claim or action waived in their entirety by any Person that is enforceable against the Company, the Members, or the Purchaserall requisite Persons, and no fact or circumstance exists that could give rise further action of any Person is required to any such righteffect the assignment and admission contemplated by this Agreement, claim or action. All redemptions or transfers of membership interests or other equity interests and Section 21 (IPO and Registration Rights) of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior Operating Agreement does not apply to the Closingassignment and admission contemplated by this Agreement, and, in each case, to the exclusive owners ofextent not previously waived or consented to, and have good and valid title to and record and beneficial ownership of, the Membership Interests each of the Company set forth next Seller Members hereby irrevocably consents to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests transfer of the Company or Purchased Interests to Buyer contemplated hereunder and in the Ancillary Documents and waives any other equity security rights of the Companyfirst refusal, rights of first offer, rights of co-sale, notice rights, or any option, warrant, right, call, commitment similar rights or right transfer restrictions in favor of any kind to have any such equity security issuedthe Seller Member existing under the Operating Agreement that may be applicable in connection with the transactions contemplated hereunder and in the Ancillary Documents.

Membership Interests. (a) Schedule 4.3(a) accurately and completely sets forth the capital structure of the Company including the number of membership interests, or other equity interests which are authorized and which are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, the MembersMember, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the MembersMember, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the MembersMember, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members areMember is, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests membership interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests membership interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests membership interests listed on Schedule 4.3(a), the Members Member own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately The Woodward Members have good and completely sets forth the capital structure valid title to all of the Company including Membership Interests, free and clear of any Encumbrances, and are the number record and beneficial owner thereof. At the Closing, good and valid title to the Purchased Membership Interest will pass to GE free and clear of membership interestsany Encumbrances, other than those arising from acts of GE or its Affiliates and arising under, once executed, the Operating Agreement. Except for the Membership Interests, as of the Closing, there are no voting securities of, or other equity interests which are authorized and which are issued and outstanding. All of in, the issued and outstanding membership interestsCompany, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held outstanding. The Membership Interests have been duly authorized and validly issued. The Membership Interests have not been issued in treasuryviolation of, and are not subject to, any preemptive, subscription or similar rights under any provision of applicable Law, the Initial Operating Agreement (ior comparable governing instrument of the Company) or any Contract to which the Company or any Woodward Member is subject, bound or a party. As of the Closing, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Membership Interests may vote (“Voting Debt”). As of the Closing, there are no outstanding warrants, options, warrants, rights, calls, commitments, conversion “phantom” stock rights, rights of exchangestock appreciation rights, subscriptions, claims of any character, agreements, obligationsstock based performance units, convertible or exchangeable securities or other plans commitments or commitments, contingent or otherwise, relating undertakings (other than this Agreement) (a) pursuant to the membership interests which either of the Woodward Members or any of their Affiliates are or may become obligated to issue, deliver or sell (i) any other voting securities of, or equity interests in, the Company; , (ii) there are no outstanding contracts any security convertible into, or other agreements exchangeable for, voting securities of, or equity interests in, the Company or (iii) any Voting Debt, (b) pursuant to which any of the Company, the Members, Woodward Members or any other Person of their Affiliates are or may become obligated to purchaseissue, redeem grant, extend or otherwise acquire enter into any outstanding membership interests or other equity interests of the Companysuch warrant, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciationoption, phantom right, unit, equity incentive plans security, commitment or similar rights with respect to the Company; (v) there are no voting agreements or other agreements undertaking relating to the management Company or (c) that give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing to the holders of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the CompanyMembership Interests. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Companythis Agreement, the MembersWoodward Ancillary Documents and the Initial Operating Agreement, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers as of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners ofMembership Interests are not subject to any voting trust agreement or other Contract, and have good and valid title including any such Contract restricting or otherwise relating to and record and beneficial ownership ofthe voting, dividend rights or disposition of the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all LiensInterests. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately The Xxxxxxxx Members have good and completely sets forth the capital structure valid title to all of the Company including Membership Interests, free and clear of any Encumbrances, and are the number record and beneficial owner thereof. At the Closing, good and valid title to the Purchased Membership Interest will pass to GE free and clear of membership interestsany Encumbrances, other than those arising from acts of GE or its Affiliates and arising under, once executed, the Operating Agreement. Except for the Membership Interests, as of the Closing, there are no voting securities of, or other equity interests which are authorized and which are issued and outstanding. All of in, the issued and outstanding membership interestsCompany, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held outstanding. The Membership Interests have been duly authorized and validly issued. The Membership Interests have not been issued in treasuryviolation of, and are not subject to, any preemptive, subscription or similar rights under any provision of applicable Law, the Initial Operating Agreement (ior comparable governing instrument of the Company) or any Contract to which the Company or any Xxxxxxxx Member is subject, bound or a party. As of the Closing, there are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or that are convertible into, or exercisable or exchangeable for, securities having the right to vote) on any matters on which holders of the Membership Interests may vote (“Voting Debt”). As of the Closing, there are no outstanding warrants, options, warrants, rights, calls, commitments, conversion “phantom” stock rights, rights of exchangestock appreciation rights, subscriptions, claims of any character, agreements, obligationsstock based performance units, convertible or exchangeable securities or other plans commitments or commitments, contingent or otherwise, relating undertakings (other than this Agreement) (a) pursuant to the membership interests which either of the Xxxxxxxx Members or any of their Affiliates are or may become obligated to issue, deliver or sell (i) any other voting securities of, or equity interests in, the Company; , (ii) there are no outstanding contracts any security convertible into, or other agreements exchangeable for, voting securities of, or equity interests in, the Company or (iii) any Voting Debt, (b) pursuant to which any of the Company, the Members, Xxxxxxxx Members or any other Person of their Affiliates are or may become obligated to purchaseissue, redeem grant, extend or otherwise acquire enter into any outstanding membership interests or other equity interests of the Companysuch warrant, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciationoption, phantom right, unit, equity incentive plans security, commitment or similar rights with respect to the Company; (v) there are no voting agreements or other agreements undertaking relating to the management Company or (c) that give any Person the right to receive any benefits or rights similar to any rights enjoyed by or accruing [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. to the holders of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the CompanyMembership Interests. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Companythis Agreement, the MembersXxxxxxxx Ancillary Documents and the Initial Operating Agreement, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers as of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners ofMembership Interests are not subject to any voting trust agreement or other Contract, and have good and valid title including any such Contract restricting or otherwise relating to and record and beneficial ownership ofthe voting, dividend rights or disposition of the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all LiensInterests. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately Immediately prior to the Closing Date, the Members will be the only record and completely sets forth beneficial holders of the capital structure Membership Interests. Each Member has good and marketable title to the Membership Interests free and clear of all Liens, and has full right, power and authority to transfer the Purchased Interests to NovaMed as provided herein, without obtaining the consent of any third party (other than the Manager of the Company including (the number “Manager”), except as otherwise restricted pursuant to and in accordance with the terms and conditions of membership interests, or other equity interests which are authorized the existing Operating Agreement of the Company. Upon the consummation of the transactions contemplated herein: (a) the Members shall have transferred to NovaMed good and which are issued marketable title to the Purchased Interests free and outstanding. All clear of all Liens; (b) NovaMed shall own sixty-two and fifty hundredths of one percent (62.5%) of all of the issued and outstanding membership interests, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), Company; and (c) were not issued the Members, other than ASCOA and Bxxxxx, will collectively own thirty-seven and fifty hundredths of one percent (37.5%) of the Membership Interests in accordance with Schedule 2.1. (b) There are no outstanding options, rights (preemptive or acquired by otherwise), warrants, calls, convertible securities or commitments or any other arrangements to which any Member or the holders thereof in violation Company is a party requiring the issuance, sale or transfer of any Lawequity securities of, agreement or equity interest in, the preemptive Company, or any securities convertible directly or indirectly into equity securities of the Company, or evidencing the right to subscribe for any equity securities of, or equity interest in, the Company, or giving any Person (other than NovaMed) any rights with respect to the equity of any Personthe Company. Except as set forth on Schedule 4.3(a)in the existing Operating Agreement, no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, voting agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts voting trusts or other agreements of the Company(including cumulative voting rights), the Members, commitments or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights understandings with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Membership Interests. The Company has not granted previously owned, and does not currently own or have any preemptive agreement or similar rightscontract to acquire, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a)equity securities, the Company has never purchased, redeemed or otherwise acquired any membership interests other securities or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company Person or any entity that has been merged into the Company has given rise to direct or indirect equity or ownership interest in any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a)business. (bc) The Members areUpon consummation of the transactions provided for in this Agreement and in accordance with the terms hereof, immediately prior NovaMed will be vested with good and marketable title to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at ClosingPurchased Interests, free and clear of all any Liens, other than Liens created by NovaMed. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests of the Company or any other equity security of the Company, or any option, warrant, right, call, commitment or right of any kind to have any such equity security issued.

Membership Interests. (a) Schedule 4.3(a) accurately 5.2.1 Seller owns and completely sets forth the capital structure of the Company including the number of membership interests, or other equity interests which are authorized and which are issued and outstanding. All of the issued and outstanding membership interests, or other equity interests of the Company (a) are duly authorized, validly issued, fully paid and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, the Members, or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of the Company or any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners of, and have good and valid title to sole beneficial and record and beneficial ownership of, owner of 100% of the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than . All of the Membership Interests listed on Schedule 4.3(a(i) have been duly authorized, validly issued and were not issued in violation of any Person’s preemptive or other purchase rights, (ii) are fully paid and, except as may be expressly set forth in the Organizational Documents of the Project Company or as required by Applicable Law, have no requirements for the owner thereof to make additional contributions to the Project Company, and (iii) were issued in compliance with Applicable Laws. There are no existing facts that would reasonably be expected to cause the Project Company to require additional capital contributions prior to the Closing Date. Upon consummation of the Transactions, Buyer will hold of record and own beneficially good and valid title to all of the Membership Interests free and clear of any and all Liens. 5.2.2 No other Persons own or have any interest in, or option or other right (contingent or otherwise), including any right of first refusal or right of first offer, to acquire the Members own Membership Interests or any equity or other ownership interest in the Project Company. Except for the Project Company operating agreement and this Agreement, there is no (i) voting trust or agreement, membership interests agreement, pledge agreement, buy-sell agreement, right of first refusal, preemptive right, “drag-along” or “tag-along” right, stock appreciation right, redemption or repurchase right, anti-dilutive right or proxy relating to the Membership Interests or the Project Company, (ii) Contract restricting the transfer of, or requiring the registration for sale of, the Membership Interests, or (iii) option, warrant, call, right or other Contract to issue, transfer, deliver, grant, convert, exchange, sell, subscribe for, purchase, redeem or acquire any equity or other ownership interest in the Project Company or agreement to enter into any Contract with respect thereto. 5.2.3 The Project Company (i) does not own, of record or beneficially, or control, directly or indirectly, any equity or other equity security of the Company, ownership interest in any Person (or any option, warrant, rightsecurity or other right convertible, callexchangeable or exercisable therefor), commitment and (ii) is not, directly or right of indirectly, a participant in any kind to have any such equity security issued.joint venture, partnership, trust, association or other limited liability entity

Membership Interests. (ai) Schedule 4.3(aThere is one class of authorized Shares (“membership interests”) accurately and completely sets forth the capital structure of the Company including the number of and Schedule 5(b) includes all membership interests, or other equity interests which are authorized and which are issued and outstanding as of the date hereof and constitute the Membership Interests. All of the Shares are owned by the Members as set forth on Schedule 5(b) hereto. There are no other classes of securities of the Company outstanding. All of the issued and outstanding membership interests, or other equity interests Shares of the Company (a) are have been duly authorized, validly issuedissued and are fully paid, fully paid nonassessable and nonassessablefree of preemptive rights. Other than this Agreement, (b) arethere are no contracts, immediately prior commitments, understandings or arrangements relating to the Closingissuance, held of record by the Persons and in the amounts set forth on Schedule 4.3(a)sale, and (c) were not issued transfer or acquired by the holders thereof in violation of any Law, agreement or the preemptive rights of any Person. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests registration of the Company are reserved for issuance or are held in treasury, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims of any character, agreements, obligations, convertible or exchangeable securities or other plans or commitments, contingent or otherwise, relating to the membership interests of the Company; (ii) there are no outstanding contracts or other agreements of the Company, the Members, Shares or any other Person to purchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of the Company, or securities or obligations of any kind convertible into membership interests or other equity interests of the Company; (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Membersthis Agreement, there are no other Person is the record holder of any membership interests options, warrants, preemptive rights, calls, subscriptions, convertible securities or other equity interests in the Company (other than the Purchaser at Closing). No prior offerrights, issue, redemption, call, purchase, sale, transfer, negotiation agreements or other transaction of any nature or kind with respect to any membership interests (including options, warrants or debt convertible into membership interests, options or warrants) of commitments that obligate the Company or a Member to issue, transfer or sell any entity that has been merged into the Company has given rise to any claim or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests of the Company are set forth on Schedule 4.3(a). (b) The Members are, immediately prior to the Closing, the exclusive owners of, and have good and valid title to and record and beneficial ownership of, the Membership Interests of the Company set forth next to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests Shares of the Company or any other equity security securities of the Company. (ii) All offers and sales of Company Shares, and any other securities issued by the Company, prior to the date hereof were at all relevant times exempt from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”), and were duly registered or the subject of an available exemption from the registration requirements of the applicable state securities or Blue Sky laws. (iii) Each Member is the legal and beneficial owner of and has good and marketable title to the Shares of the Company set forth opposite its name on Schedule 5(b), free and clear of any optionand all liens, warrantclaims, pledges, encumbrances, charges, options and contractual restrictions whatsoever. Each Member has full, absolute and unrestricted right, callpower, commitment or right capacity and authority to sell, transfer, assign and deliver its Shares to PFC and the delivery of such Shares to PFC will convey to PFC valid, marketable and indefeasible title to such Shares, free and clear of any kind and all liens, claims, pledges, encumbrances, charges, options or contractual restrictions whatsoever. (iv) There is no plan or intention by any of the Members to have sell, exchange or otherwise dispose of any of the shares of PFC Common Stock to be received by such equity security issuedMembers in the Transfer.

Membership Interests. (a) Schedule 4.3(a) accurately and completely sets Except as set forth the capital structure in Section 4.03 of the Company including Disclosure Letter, the number of membership interests, or other equity interests which Units owned by the Sellers are authorized and which are issued and outstanding. All all of the issued and outstanding membership interests, or other equity interests Equity Participations of the Company (a) are duly authorizedCompany. Upon the consummation of the transactions contemplated by this Agreement, validly issuedthe Buyer will acquire good and marketable title to all of the Company’s Equity Participations, fully paid which upon the Closing shall be free and nonassessable, (b) are, immediately prior to the Closing, held of record by the Persons and in the amounts set forth on Schedule 4.3(a), and (c) were not issued or acquired by the holders thereof in violation clear of any LawTaxes, agreement or the preemptive rights of any PersonEncumbrances, warrants, purchase rights, Contracts, commitments, assessments, equities and demands. Except as set forth on Schedule 4.3(a), no membership interests, or other equity interests in Section 4.03(a) of the Company are reserved for issuance or are held in treasuryDisclosure Letter, and (i) there are no outstanding options, warrants, rights, calls, commitments, conversion rights, rights of exchange, subscriptions, claims or Contracts of any character, agreements, obligations, convertible character to which the Company or exchangeable securities or other plans or commitments, contingent or otherwise, any Subsidiary is bound relating to the membership interests of the Company; (ii) there are no outstanding contracts issued or other agreements unissued Equity Participations of the Company, including the MembersUnits, or any other Person to purchase, redeem convertible into or otherwise acquire any outstanding membership interests exchangeable or other equity interests exercisable for the Equity Participations of the Company, including the Units, or obligating the Company or the Subsidiaries to issue or sell Equity Participations of the Company or the Subsidiaries or securities or obligations of any kind convertible into membership interests or other equity interests exchangeable or exercisable for the Equity Participations of the Company; Company of the Subsidiaries. (b) Section 4.03(b) of the Company Disclosure Letter sets forth (i) the name and address of each Person owning Units, (ii) the number of Units owned of record by such Person, and (iii) there are no dividends which have accrued or been declared but are unpaid on the membership interests or other equity interests of the Company; (iv) there are no outstanding or authorized membership interests appreciation, phantom unit, equity incentive plans or similar rights with respect to the Company; (v) there are no voting agreements or other agreements relating to the management of the Company; and (vi) there are no statutory preemptive rights, and the Company has not granted any preemptive or similar rights, to purchase from the Company any of its membership interests. Except as set forth on Schedule 4.3(a), the Company has never purchased, redeemed or otherwise acquired any membership interests or other equity interests of the Company. Other than the Members, no other Person is the record holder of any membership interests or other equity interests in the Company (other than the Purchaser at Closing). No prior offer, issue, redemption, call, purchase, sale, transfer, negotiation or other transaction of any nature or kind with respect to any membership interests interest convertible, exchangeable or exercisable for Units (including options1) the name of the individual holding such interest, warrants (2) the number of Units into which such interest is convertible, exchangeable or debt convertible into membership interestsexercisable, options (3) the conversion or warrantsexercise price thereof, (4) the vesting schedule applicable to such interest, if any, and (5) the Company Plan or other Contract pursuant to which such interest was issued. To the Company’s Knowledge, all of the outstanding Units and any Equity Participations convertible, exchangeable or exercisable for Units were issued in compliance with all applicable state and federal securities laws. (c) No bonds, debentures, notes or other Indebtedness of the Company or any entity that of the Subsidiaries has been merged into the Company has given rise right to vote on any claim matters on which members or action by any Person that is enforceable against the Company, the Members, or the Purchaser, and no fact or circumstance exists that could give rise to any such right, claim or action. All redemptions or transfers of membership interests or other equity interests equityholders may vote. (d) Except as described in Section 4.03(d) of the Company Disclosure Letter, there are set forth on Schedule 4.3(a). (b) The Members are, immediately prior no outstanding Contracts to which the Closing, Company or any of the exclusive owners of, and have good and valid title Subsidiaries is a party or to and record and beneficial ownership of, which any of the Membership Interests Assets of the Company set forth next or the Subsidiaries are subject, whether oral or written, express or implied to the Member’s name on Schedule 4.3(a), and such Membership Interests (i) are validly issued, fully paid, and nonassessable, and (ii) are, and shall be transferred, assigned and delivered to the Purchaser at Closing, free and clear of all Liens. (c) Other than the Membership Interests listed on Schedule 4.3(a), the Members own no membership interests which any of the Company or any other equity security of the CompanySubsidiaries is a party or by which they are otherwise bound (i) restricting the transfer of, (ii) affecting the voting rights of, (iii) requiring the repurchase, redemption or disposition of, or containing any option, warrant, right, call, commitment or right of first refusal with respect to, (iv) requiring the registration for sale of, or (v) granting any kind preemptive or antidilutive right with respect to, any Units or other Equity Participations of the Company or the Subsidiaries or otherwise granting any Person the right to have make an investment in, or loan to, the Company or any such equity security issuedSubsidiary. Except as disclosed in Section 4.03(d) of the Company Disclosure Letter, there are no outstanding obligations under any Contract of the Company or any Subsidiary to provide funds to, or make any investment (in the form of a loan, capital contribution or otherwise) in, any Subsidiary or any other Person, other than guarantees by the Company of any Indebtedness or other obligations of any wholly–owned Subsidiary.