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).
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Samples: Contribution and Sale Agreement (Five Point Holdings, LLC), Contribution and Sale Agreement (Lennar Corp /New/)
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 such 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 Units 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 the Selling Investors’ El Toro Percentage Interest and all of FPC-HF’s Class A Units (which will automatically convert into El Toro Percentage Interest, in each caseClass B Units), 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).
Appears in 1 contract
Samples: Contribution and Sale Agreement (Lennar Corp /New/)
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 such 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 Units 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 the Selling Investors’ El Toro Percentage Interest and all of FPC-HF’s Class A Units (which will automatically convert into El Toro Percentage Interest, in each caseClass B Units), 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).
Appears in 1 contract
Samples: Contribution and Sale Agreement (Lennar Corp /New/)