Ownership of Interests; Capitalization Sample Clauses

Ownership of Interests; Capitalization. Each Contributor is the lawful owner, beneficially and of record of the Interests in the respective Companies set forth in Section 3.4 of the Disclosure Schedule, free and clear of any Liens, claims or encumbrances of any kind or nature. The Interests of the Partnership set forth in Section 3.4 of the Disclosure Schedule constitute one hundred percent (100%) of the limited and general partnership interests of the Partnership. The membership interests of ICC set forth in Section 3.4 of the Disclosure Schedule constitute one hundred percent (100%) of issued and outstanding membership interests of ICC. The Interests are duly authorized, validly issued, fully paid, nonassessable and are free and clear of any Lien or other limitation or restriction (including any restriction on the right to vote, sell or otherwise dispose of such Interests). There are no (i) outstanding partnership interests, equity interests or other securities of the Companies other than the Interests, (ii) outstanding securities of the Companies convertible into, exchangeable or exercisable for membership interests, equity interests or other securities of such entity, (iii) authorized or outstanding options, warrants or other rights to purchase or acquire from the Companies, or obligations of the Companies to issue, any equity interests or other securities, including securities convertible into or exchangeable for membership interests or other securities of such entity, or (iv) authorized or outstanding bonds, debentures, notes or other indebtedness that entitles the holders to vote (or convertible or exercisable for or exchangeable into securities that entitle the holders to vote) with holders of units or interests of the Companies on any matter (the items in clauses (i), (ii), (iii) and (iv) being referred to collectively as the “Company Securities”). There are no outstanding obligations of the Companies to repurchase, redeem or otherwise acquire the Company Securities, except as set forth in the Organizational Documents of the Companies. Except as set forth in Section 3.4 of the Disclosure Schedule, no Company (i) owns, directly or indirectly, any capital stock, equity interests or other securities of any Person, or (ii) has any Subsidiaries. Upon consummation of the transactions contemplated hereby, Contributee will acquire good, valid and indefeasible title to all the Interests of Contributors, free and clear of any Liens, claims or encumbrances.