Ownership of Membership Interests. Seller is the record and beneficial owner of all of the Membership Interests, and those Membership Interests are owned by Seller free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all of the Membership Interests, free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements.
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Samples: Membership Interest Purchase Agreement (Forest Oil Corp), Membership Interest Purchase Agreement (Pacific Energy Resources LTD)
Ownership of Membership Interests. The Seller is the record and beneficial owner owners of all 100% of the Membership Interests, and those Interests of the Company. Any proposed changes in the ownership of Membership Interests are owned by the Seller free and clear between the date of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement and the Closing Date will be disclosed to and approved in advance by the Buyer. At Closing, the Seller shall deliver to Buyer, good and marketable title to all Membership Interests. The Trust is the sole member of the Membership Interests, free Seller and clear the beneficial owner of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements100% of the membership interest of the Seller.
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Samples: Membership Interest Purchase Agreement (Boxlight Corp)
Ownership of Membership Interests. The Seller is the holder of record and the beneficial owner of all of the Membership Interests, and those Membership Interests are owned by Seller free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all of the Membership InterestsAcquired Securities, free and clear of all any Liens (other than those that shall be released restrictions under the Securities Act and state securities Laws). The membership interest assignment delivered by the Seller to the Buyer at Closing)the Closing is a valid and binding obligation of the Seller, includingenforceable against the Seller, without limitation, voting trusts or stockholders agreementsand effectively vests in Buyer good and valid title to all of the Acquired Securities.
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Ownership of Membership Interests. The Seller is the record and beneficial owner of all record of the Membership InterestsInterest, he possesses all right, title and authority to sell and transfer the Membership Interest to the Purchaser, and those the Membership Interests are owned by Seller Interest will be transferred to Purchaser free and clear of all Liens (other than those that shall be released at Closing)claims, including, without limitation, voting trusts liens or stockholders agreements. Seller has full authority to transfer pursuant to this Agreement all encumbrances of the Membership Interests, free and clear of all Liens (other than those that shall be released at Closing), including, without limitation, voting trusts or stockholders agreementsany kind whatsoever.
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