Common use of Ownership, Due Authorization and Transfer of Subject Interests Clause in Contracts

Ownership, Due Authorization and Transfer of Subject Interests. (a) Each Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 1.01, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or arising under applicable securities Laws). The Subject Interests are the only interests in AMV, the Partnership, or any Affiliate thereof owned by the Sellers or their Affiliates. Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Subject Interests held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or arising under applicable securities Laws). (b) All of the Subject Interests have been duly authorized and validly issued in accordance with the Organizational Documents of the Partnership and AMV, as applicable, are fully paid (to the extent required by the Organizational Documents of the Partnership and AMV, as applicable) and nonassessable (except as such nonassessability may be affected by Sections 17-607 and 17-804 of the DRULPA and 18-607 and 18-804 of the DLLCA). (c) Except as set forth in the AMV Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from any Seller any of the Subject Interests.

Ownership, Due Authorization and Transfer of Subject Interests. (a) Each Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 1.01Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Seller Credit Agreement that will be released in full at Closing without any Liability in respect thereof on Buyer, any Acquired Company or any of their respective Affiliates). The Subject Interests are the only interests in AMV, the Partnership, or any Affiliate thereof owned by the Sellers or their Affiliates. Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the such Subject Interests held by it as provided in this Agreement, and such delivery will convey to the Buyer good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV Agreement or and those arising under applicable securities Laws). As of the date hereof, the Subject Interests and the Additional Interests constitute all of the Subordinated Units and Common Units held or owned, beneficially or of record, by the Seller and its Affiliates and as of the Closing, the Subject Interests constitute all of the Subordinated Units and Common Units held or owned, beneficially or of record, by the Seller and its Affiliates. (b) All of the Subject Interests have been duly authorized and validly issued in accordance with the Organizational Documents of the Partnership and AMV, as applicablePartnership, are fully paid (to the extent required by the Organizational Documents of the Partnership and AMV, as applicablePartnership) and nonassessable (except as such nonassessability may be affected by Sections Section 17-607 and 17-804 of the DRULPA and 18-607 and 18-804 of the DLLCADRULPA). (c) Except as set forth in the AMV Agreement, there There are no outstanding options, warrants or similar rights to purchase or acquire from any Seller any of the Subject Interests.

Ownership, Due Authorization and Transfer of Subject Interests. (a) Each Seller is the record and beneficial owner of the Subject Interests set forth opposite its name on Schedule 1.01Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV CMV Company Agreement or those arising under applicable securities Laws, and other than Encumbrances under the Seller Credit Agreement that will be released in full at Closing without any Liability in respect thereof on any Buyer Party, Acquired Company or any of their respective Affiliates). The Subject Interests are the only interests in AMV, the Partnership, or any Affiliate thereof owned by the Sellers or their Affiliates. Each Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the such Subject Interests held by it as provided in this Agreement, and such delivery will convey to the Buyer Parties good and marketable title to such Subject Interests, free and clear of any and all Encumbrances (other than Encumbrances existing under the Partnership Agreement, the AMV CMV Company Agreement or and those arising under applicable securities Laws). (b) All of the Subject Interests have been duly authorized and validly issued in accordance with the Organizational Documents of the Partnership and AMVCMV, as applicable, are fully paid (to the extent required by the Organizational Documents of the Partnership and AMVCMV, as applicable) and nonassessable (except as such nonassessability may be affected by Sections Section 17-607 and 17-804 of the DRULPA and Section 18-607 and 18-804 of the DLLCA). (c) Except as set forth in the AMV CMV Company Agreement, there are no outstanding options, warrants or similar rights to purchase or acquire from any Seller any of the Subject Interests.