Ownership of Acquired Interests. (a) Upon consummation of the Redemption and Exchange, ETE will have good and valid title to the ETC III Acquired Interest, free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities laws and (ii) any transfer restrictions contained in the Organizational Documents of ETC III.
(i) Upon the consummation of the transactions contemplated by this Agreement, ETE will assign, convey, transfer and deliver to Regency good and valid title to the ETC III Acquired Interest, free and clear of all Liens other than (A) any transfer restrictions imposed by federal and state securities laws, (B) any transfer restrictions contained in the Organizational Documents of ETC III and (C) any Liens on the ETC III Acquired Interest as a result of actions by the Regency Parties.
(ii) Upon the consummation of the transactions contemplated by the Option Assignment Agreement, ETE will assign, convey, transfer and deliver to Regency good and valid title to the ETC II Option, free and clear of all Liens other than (A) any transfer restrictions imposed by federal and state securities laws, (B) any transfer restrictions contained in the Organizational Documents of ETC II or the ETC II Option and (C) any Liens on the ETC II Option as a result of actions by the Regency Parties.
(c) ETE is not a party to any agreements, arrangements or commitments obligating ETE to grant, deliver or sell, or cause to be granted, delivered or sold, the Acquired Interests, by sale, lease, license or otherwise, other than (i) this Agreement and (ii) the purchase rights in favor of certain members of the Company set forth in Section 3.6(b) of the Company LLC Agreement.
(d) There are no voting trusts, proxies or other agreements or understandings to which ETE is bound with respect to the voting of the Acquired Interests.
Ownership of Acquired Interests. (a) (i) ETP has good and valid title to the Acquired ETC III Interest, free and clear of all Liens other than (A) any transfer restrictions imposed by federal and state securities laws and (B) any transfer restrictions contained in the Organizational Documents of ETC III.
Ownership of Acquired Interests. Contributor has good and valid title to the Acquired Interests, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws). Upon consummation of the transactions contemplated hereby, Acquirer will acquire good and valid title to the Acquired Interests contributed, assigned, transferred and delivered to it by Contributor free and clear of any Liens (other than any transfer restrictions imposed by federal and state securities laws), and Acquirer will be the sole member of MCE GP and a limited partner of MCE LP. Contributor does not own, beneficially or of record, any Equity Interests in any Acquired Entity other than the Acquired Interests. Contributor does not own any securities, options, warrants or other rights (including registration rights), nor is any MCE Party a party to any agreements, arrangements or commitments of any character relating to any Acquired Interests or obligating Contributor to grant, deliver or sell, or cause to be granted, delivered or sold, any Acquired Interests, by sale, lease, license or otherwise, other than this Agreement.
Ownership of Acquired Interests. (a) Upon the consummation of the transactions contemplated by this Agreement, Contributor will contribute, assign, transfer and deliver to Acquirer, and Acquirer shall have, good and valid title to the Acquired Interests free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities Laws, (ii) any transfer restrictions contained in the Organizational Documents of the applicable Target Entity and (iii) any Liens on the Acquired Interests as a result of actions by Acquirer.
(b) No Contributor Party is a party to any agreements, arrangements or commitments obligating such Contributor Party to grant, deliver or sell, or cause to be granted, delivered or sold, the Acquired Interests, by sale, lease, license or otherwise, other than this Agreement.
(c) There are no voting trusts, unitholder agreements, proxies or other agreements or understandings with respect to the voting or transfer of any equity interests in any of the Propane Group Entities.
(d) At the Redemption Closing, if applicable, Contributor will assign, convey, transfer and deliver to Acquirer, and Acquirer will have, good and valid title to the Redemption Units free and clear of all Liens, other than (i) any transfer restrictions imposed by federal and state securities Laws, (ii) any transfer restrictions contained in the Organizational Documents of Acquirer or (iii) any Liens on the Redemption Units as a result of actions by Acquirer.
Ownership of Acquired Interests. Contributors have good and valid title to the Acquired Interests, free and clear of any and all Liens (other than any transfer restrictions imposed by federal and state securities laws, including the Securities Act). Upon consummation of the transactions contemplated hereby, Acquirer will acquire good and valid title to the Acquired Interests contributed, assigned, transferred and delivered to it by Contributors free and clear of any Liens (other than any transfer restrictions imposed by federal and state securities laws, including the Securities Act), and Acquirer will be the sole member of each of EFS and RPS. Contributors do not own, beneficially or of record, any Equity Interests in any Acquired Entity other than the Acquired Interests. Contributors do not own any securities, options, warrants or other rights (including registration rights), nor is any Contributor a party to any agreements, arrangements or commitments of any character relating to any Acquired Interests or obligating Contributors to grant, deliver or sell, or cause to be granted, delivered or sold, any Acquired Interests, by sale, lease, license or otherwise, other than this Agreement.
Ownership of Acquired Interests. (a) Upon the consummation of the transactions contemplated by this Agreement, the Contributors will assign, convey, transfer and deliver to Acquirer good and valid title to the Acquired Interests free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities laws; (ii) any transfer restrictions contained in the Organizational Documents of the applicable Target Entity; and (iii) any Liens on the Acquired Interests as a result of actions by the Acquirer Parties.
(b) No Contributor Party is a party to any agreements, arrangements or commitments obligating such Contributor Party to grant, deliver or sell, or cause to be granted, delivered or sold, the Acquired Interests, by sale, lease, license or otherwise, other than this Agreement.
(c) There are no voting trusts, proxies or other agreements or understandings to which any Contributor Party is bound with respect to the voting of the Acquired Interests.
Ownership of Acquired Interests. Each Seller is the legal and beneficial owner of, and has good and marketable title to, the Acquired Interests being sold by such Seller hereunder, as set forth in Section 2.2 of the Disclosure Schedule, free and clear of all Encumbrances, and such good and marketable title may be transferred to the Buyers on the Closing Date free and clear of all Encumbrances, other than such as may be created by or on behalf of any of the Buyers.
Ownership of Acquired Interests. The Seller is the sole legal, record and beneficial owner of, and has good and marketable title to, the Acquired Interests free and clear of any restriction on transfer (other than under federal and state securities laws), Lien, or adverse claim thereon. Upon transfer of the Acquired Interests to Purchaser in accordance with this Agreement, Purchaser will receive valid title to the Acquired Interests, free and clear of all Liens.
Ownership of Acquired Interests. The Seller is the legal and beneficial owner of, and has good and marketable title to, the Transferred ATI Singapore Interests being transferred by the Seller hereunder, free and clear of all Liens except any Liens arising out of, under or in connection with this Agreement. There are no voting trusts, stockholder agreements, proxies or other agreements in effect with respect to the Transferred ATI Singapore Interests. There are no options, warrants or rights of conversion or other rights, agreements, arrangements or commitments with respect to the Transferred ATI Singapore Interests.
Ownership of Acquired Interests. (a) Seller owns, directly or indirectly, the Acquired Interests, free and clear of all Liens, other than Corporate Encumbrances.
(b) Seller is not a party to any agreements, arrangements or commitments obligating Seller to grant, deliver, sell, or otherwise dispose of, or cause to be granted, delivered, sold, or otherwise dispose of the Acquired Interests, by sale, lease, license, grant or otherwise, other than this Agreement.
(c) There are no voting trusts, proxies or other agreements or understandings to which Seller is bound with respect to the voting of the Acquired Interests.
