Common use of Ownership, Due Authorization and Transfer of Purchased Units Clause in Contracts

Ownership, Due Authorization and Transfer of Purchased Units. (a) The Seller is the record and beneficial owner of the Purchased Units. (b) The Seller has good and valid title to the Purchased Units free and clear of any and all Liens (other than Permitted Liens). The Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Purchased Units held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Purchased Units free and clear of any and all Liens (other than Permitted Liens and those arising under this Agreement). (c) All of the Purchased Units have been duly authorized and validly issued. (d) Except as set forth in the FPS LLC Agreement or the Lateral LLC Agreement, as applicable, and other than the Buyer’s rights under this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from the Seller any of the Purchased Units.

Ownership, Due Authorization and Transfer of Purchased Units. (a) The Each Seller is the record and beneficial owner of the Purchased Units. (b) The Such Seller has good and valid title to the Purchased Units free and clear of any and all Liens (other than Permitted Liens). The Such Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Purchased Units held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Purchased Units free and clear of any and all Liens (other than Permitted Liens and those arising under this Agreement). (c) All of the Purchased Units have been duly authorized and validly issued. (d) Except as set forth in the FPS LLC Agreement or the Lateral LLC Agreement, as applicable, and other than the Buyer’s rights under this Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from the such Seller any of the Purchased Units.