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).
Appears in 8 contracts
Samples: Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.), Contribution Agreement (Paramount Group, Inc.)