Oakfield Interests. Seller owns 100% of the outstanding equity interests of Oakfield, free and clear of all liens except for those created by applicable securities Law. There are no outstanding options, subscriptions, convertible securities, warrants, calls, rights, commitments or other rights obligating Oakfield to issue, transfer, deliver or sell any membership interest in Oakfield or other equity ownership in Oakfield. The Oakfield Interests are duly authorized, validly issued, fully paid (to the extent required by the Governing Documents of Oakfield) and, subject to the Laws of the State of Delaware, non-assessable (except as such non-assessability may be affected by Section 18-607 of the Delaware Limited Liability Company Act) and were not issued in violation of any purchase option, call option, right of first refusal, preemptive right or other similar right. The Oakfield Interests constitute 100% of the total issued and outstanding membership interests or other equity interests in Oakfield. There are no voting trusts, member agreements, proxies or other agreements, understandings or consents in effect with respect to the voting or transfer of any of the Oakfield Interests (other than restrictions on transfer of securities arising under applicable securities Laws). Seller is and always has been the sole record and beneficial owner of the Oakfield Interests and the other equity interests in Oakfield and, immediately upon consummation of the transactions contemplated by this Agreement, Buyer will own all of the Oakfield Interests free and clear of all liens, charges and encumbrances (other than restrictions on transfer of securities arising under applicable securities Laws).
