Ownership of Contributed Interests. Such Contributor is the sole record owner of all of its Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership its Contributed Interests free and clear of any Liens and, upon delivery of the consideration for such Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Member Control Agreement governing such Contributed Interest). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation and except as provided in the Member Control Agreement and waived and relinquished by the Contributor pursuant to Section 5.04 of this Agreement, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to its Contributed Interests or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise its Contributed Interests or any securities or obligations of any kind convertible into any of the interests which comprise its Contributed Interests. Such Contributor has no equity interest, either direct or indirect, in the Properties, except for such Contributor’s Contributed Interests.
Ownership of Contributed Interests. Prior to the Closing, the Contributor will be the owner of the Contributed Interests set forth on Schedule 1.02 and will have the power and authority to transfer, sell, assign and convey to the Operating Partnership and/or the Company, as applicable, the Contributed Interests free and clear of any Liens (other than Liens pursuant to the Organizational Documents of the Management Entities) and, upon delivery of the consideration for the Contributed Interests as provided herein, the Operating Partnership and/or the Company, as applicable, will acquire good and valid title thereto, free and clear of any Liens (other than Liens pursuant to the Organizational Documents of the Management Entities).
Ownership of Contributed Interests. The Contributor is the owner of the Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership the Contributed Interests free and clear of any Liens (other than Permitted Liens) and, upon delivery of the consideration for the Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than Permitted Liens). Except as provided for or contemplated by this Agreement or any other agreements referenced herein, there are no, and, as of the Closing, there will not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding entitling any Person to acquire any equity interests in the Contributor Subsidiaries or JV Entities, except pursuant to Permitted Liens or rights established pursuant to the terms of the Organizational Documents and related agreements with respect to the Contributor Subsidiaries and JV Entities that have been previously disclosed to the Operating Partnership.
Ownership of Contributed Interests. As of the Closing, (i) the Helmsley Estate or, if not the Helmsley Estate, the Contributing Trust will be the record and beneficial owner of all of the outstanding membership interests of the Contributed Helmsley Entities or, to the extent the Contributing Trust is not the record and beneficial owner (as contemplated by Section 4.1(b)), a wholly-owned subsidiary of the Helmsley Estate will be the record owner of such interest [and the Contributing Trust will be the beneficial owner of such interest as the sole beneficiary of the Helmsley Estate] and (ii) all of the Participation Interests set forth on Exhibit A will be owned beneficially and of record by the Helmsley Estate, the Contributing Trust, a Helmsley Entity or a Contributed Helmsley Entity. Each Helmsley Entity is the record and beneficial owner of the Participation Interests in each respective REIT Contributing Entity as set forth on Exhibit A as of the Effective Date, and the applicable Contributor will have the power and authority on the Closing Date to transfer, sell, assign and convey to the Company, the Operating Partnership or any of their Subsidiaries, as applicable, the Contributed Interests free and clear of any Liens and, upon delivery of the Total Consideration for such Contributed Interests as provided herein, the Company, the Operating Partnership or such Subsidiary, as applicable, will acquire good and valid title thereto, free and clear of any Liens. The Participation Interests set forth on Exhibit A constitute all of the Participation Interests owned directly or indirectly by any Helmsley Group Member or their controlled Affiliates. Except as provided for or contemplated by this Agreement, as of the Closing, there will not be any rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (A) relating to the Contributed Interests or the Participation Interests set forth on Exhibit A or (B) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Contributed Interests or Participation Interests set forth on Exhibit A or any securities or obligations of any kind convertible into any of the interests which comprise such Contributed Interests and such Participation Interests. As of the Closing, all of the issued and outstanding membership interests in each Contributed Helmsley Entity has been duly authorized and is validly issued.
Ownership of Contributed Interests. Two Harbors LLC is the sole record owner of all of the interests in Two Harbors Property and has the power and authority to transfer, sell, assign and convey to the REIT its interest in Two Harbors Property free and clear of any Liens and, upon delivery of the consideration for the interests in Two Harbors Property as provided herein, the REIT will acquire good and valid title thereto, free and clear of any Liens. Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to the interests in Two Harbors Property or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests in Two Harbors Property or any securities or obligations of any kind convertible into any of the interests of Two Harbors Property. Two Harbors LLC has no equity interest, either direct or indirect, in the Properties, except for Two Harbors LLC’s interests in Two Harbors Property.
Ownership of Contributed Interests. (a) It has good and valid title to, holds of record and owns its Contributed Interests free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws.
(b) SE Transmission, as of the date of this Agreement, owns 100% of the equity interests of the Saltville Companies. The Contributed Interests represent 100% of the limited liability company interests in Saltville LLC. With respect to each Saltville Company, there are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for equity securities, any other commitments or agreements providing for the issuance of additional equity interests or the repurchase or redemption of equity interests, and there are no agreements of any kind which may obligate any of the Saltville Companies to issue, purchase, redeem or otherwise acquire any of their respective equity interests. Except as set forth in Schedule 3.6(b), there are no voting agreements, proxies or other similar agreements or understandings with respect to the equity interests of any Saltville Company. All of its Contributed Interests are duly authorized, validly issued and outstanding and fully paid, and were issued free of preemptive rights in compliance with Laws. Upon consummation of the transactions contemplated by this Agreement, Spectra MLP will acquire good and valid title to all of its Contributed Interests, free and clear of any Liens other than transfer restrictions imposed thereon by securities Laws or Liens created by Spectra MLP.
Ownership of Contributed Interests. The Contributor is the sole record owner of all of the Contributed Interests and has the power and authority to transfer, sell, assign and convey to the Operating Partnership the Contributed Interests free and clear of any Liens and, upon delivery of the consideration for the Contributed Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than Permitted Liens). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to the Contributed Interests or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the Contributed Interests (including, without limitation, any securities or obligations of any kind convertible into any of the interests which comprise Contributed Interests). Except as set forth in the Organizational Documents, the Contributor is not a party to any agreement for the sale of its material assets, for the grant to any Person of any preferential right to purchase any such material assets or the acquisition of any material operating business, material assets or capital stock of any other corporation, entity or business, other than the purchase or sale of assets in the ordinary course of business.
Ownership of Contributed Interests. Such Contributor is the sole record owner of such Contributor’s Contributed Interest and has the power and authority to transfer, sell, assign and convey to the Operating Partnership such Contributed Interest free and clear of any Liens and, upon delivery of the consideration for such Contributed Interest as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens (other than those Liens created by the Organizational Documents governing such Contributed Interest). Except as provided for or contemplated by this Agreement or the other applicable Formation Transaction Documentation, there are no rights to purchase, veto rights with respect to transfers, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to such Contributed Interest or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber such Contributed Interest (including, without limitation, any securities or obligations of any kind convertible or exchangeable into any of the interests which comprise Contributed Interests). Except as set forth in the Organizational Documents, such Contributor is not a party to any agreement for the sale of its Contributed Interest or for the grant to any Person of any preferential right to purchase its Contributed Interest.
Ownership of Contributed Interests iStar was the owner of the Contributed Interests at the time of Contribution and the transfer of the Contributed Interests to the Operating Partnership was made free and clear of any Liens (other than Permitted Liens). Except as provided for or contemplated by this Agreement or any other agreements referenced herein, there are no, and, as of the Closing, there will not be any, rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding entitling any person to acquire any equity interests in the Contributed Entities, except pursuant to Permitted Liens.
Ownership of Contributed Interests. (a) The Contributor has good and valid title to the Contributed Interests, free and clear of all Liens other than any transfer restrictions imposed by federal and state securities laws.
(b) Upon the consummation of the transactions contemplated by this Agreement, the Contributor will assign, convey, transfer and deliver to Regency (through Regency SPV) good and valid title to the Contributed Interests, free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities laws and (ii) any Liens on the Contributed Interests as a result of actions by the Regency Parties.
(c) The Contributor is not a party to any agreements, arrangements or commitments obligating the Contributor to grant, deliver or sell, or cause to be granted, delivered or sold, the Contributed Interests, by sale, lease, license or otherwise, other than this Agreement.
(d) There are no voting trusts, proxies or other agreements or understandings to which the Contributor or any of the Acquired Companies is bound with respect to the voting of the Contributed Interests or the Acquired Companies.
