Ownership of Interests. The Interest Owners are the owners of all of the Interests, each owning the percentage set forth in Item 2(a) of Schedule 1, and have good and valid title thereto, with no restrictions on, or any agreements with respect to, voting rights or any other incidents of ownership thereof, except as set forth in the Company’s Organizational Documents. The Interests represent one hundred percent (100%) of the record and beneficial interests in the Company and all other right, title and interest in and to the equity of the Company. The Interest Owners have the absolute right to sell and transfer all of the Interests to Buyer free and clear of all Interest Liens. Each Interest Owner acquired its Interest in compliance with all applicable laws. On consummation of the Contemplated Transactions, in accordance with the terms hereof, Buyer will acquire good and marketable title to the Interests free and clear of all Interest Liens.
Ownership of Interests. Each Party contributing, issuing, delivering, or exchanging interests hereby, owns all such interests free and clear of all liens, encumbrances, security interest, equities, charges or claims. There are no preferential rights to purchase, rights of first refusal or similar rights that are applicable to the contribution, issuance, delivery or exchange of such interests in connection with the transactions contemplated hereby which have not been waived by the Person holding such rights.
Ownership of Interests. The Managing Member shall cause the ownership of Interests to be recorded on separate and distinct books and records of the Company. The Company shall not issue certificates certifying the ownership of Interests therein.
Ownership of Interests. Seller is the record and beneficial owner of the Interests, free and clear of any Lien, and will transfer and deliver to Buyer at the Closing valid title to the Interests free and clear of any Lien.
Ownership of Interests. The ownership of Interests shall be recorded on the books of the Fund or a transfer or similar agent for the Fund. No certificates certifying the ownership of Interests shall be issued except as the Board of Directors may otherwise determine from time to time.
Ownership of Interests. Other than in the case of Interests held through X. X. Xxxx MWP Acquisition Holdings, LLC, such Seller is the sole record and beneficial owner of the Interests set forth next to its name on Schedule 1.01(d) and such Interests are not subject to any Liens, except for any restriction on sales of securities under Applicable Law.
Ownership of Interests. Operating Seller is the sole record and beneficial owner of all the issued and outstanding limited liability company interests of First Wind Operating Company, LLC and such limited liability company interests are not subject to any Liens, except for any restriction on sales of securities under Applicable Law.
Ownership of Interests. Except as set forth on Schedule 3.3,:
(i) Seller holds of record and owns beneficially the Interests, free and clear of all Liens (other than restrictions under federal and state securities laws).
(ii) Seller is not a party to any option, warrant, purchase right, or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer, or otherwise dispose of the Interests. Other than this Agreement and the Company LLC Agreement, the Interests are not subject to any voting agreement or other contract, agreement, arrangement, commitment, or understanding restricting or otherwise relating to the voting, dividend rights or disposition of the Interests.
(iii) Upon the occurrence of the Closing, the delivery of the Interests to Buyer in accordance with the terms of this Agreement will transfer good and marketable title to the Interests free and clear of any Liens (other than restrictions under federal and state securities laws).
Ownership of Interests. The ownership of Interests will be recorded in the books of the Trust or a transfer agent. The record books of the Trust or any transfer agent, as the case may be, shall be conclusive as to who are the holders of Interests of each Series and class and as to the Percentage Interests of each Series and class held from time to time by each. No certificates certifying the ownership of Interests need be issued except as the Trustees may otherwise determine from time to time.
Ownership of Interests. (a) If such Investor is a Hunters Point Investor, upon execution and delivery of the Hunters Point LLC Agreement, such Investor will be the owner of the Hunters Point Units set forth opposite its name on Schedule A, hereto, free and clear of any Liens (other than those arising under the Hunters Point LLC Agreement). At the Closing, the Operating Company will acquire good and valid title to 2,396,398 of UST Lennar’s Hunters Point Class A Units (which will automatically convert into Hunters Point Class B Units), free and clear of any Liens (other than those arising under the Hunters Point LLC Agreement).
(b) If such Investor is an El Toro Investor, upon execution and delivery of the El Toro LLC Agreement, such Investor will be the owner of the El Toro Interests set forth opposite its name on Schedule A, hereto, free and clear of any Liens (other than those arising under the El Toro LLC Agreement). At the Closing, the Operating Company will acquire good and valid title to all of LenFive’s El Toro Percentage Interest and all of FPC-HF’s El Toro Percentage Interest, in each case, free and clear of any Liens (other than those arising under the El Toro LLC Agreement).
(c) If such Investor is a Five Point Investor, such Investor will be the owner of the Transferred Five Point Interests set forth opposite its name on Schedule A hereto, free and clear of any Liens (other than those arising under the Organizational Documents of the Five Point Venture). At the Closing, the Operating Company will acquire good and valid title to all of the Transferred Five Point Interests, other than the Five Point LP Class B Interests, free and clear of any Liens (other than those arising under the Organizational Documents of the Five Point Venture).
