Ownership of Owner. Owner represents and warrants that its Interestholders are completely and accurately listed in Exhibit A. If there have been changes, Owner will provide a list of the names and addresses of the Interestholders and documents necessary to confirm such information and update Exhibit A.
Ownership of Owner. The Borrower shall remain the legal holder and direct beneficial owner of the entire issued and allotted share capital of the Owner free from any Security Interest.
Ownership of Owner. Contributor, collectively, owns the LLC Interest as set forth on Schedule 1, which represents all of the limited liability company interests of Owner, except as set forth on Schedule 1-B, which sets forth the Series A Preferred Units and Series A Preferred Unit Holders, and Owner has not issued any options to acquire its limited liability company interests or made any other commitments to any person to issue its limited liability company interests under any circumstances. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the LLC Interest. The LLC Interest is validly issued, fully paid and nonassessable. Contributor has the right and power to transfer and assign the LLC Interest free and clear of all liens, encumbrances, restrictions, claims, pledges or security interests or charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. Upon the transfer of the LLC Interest to the Company, the Company will have good, valid and marketable title to the LLC Interest, free and clear of all liens, encumbrances, restrictions, claims, pledges, security interests, charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. The Series A Preferred Units constitute all of the Series A Preferred Units in the Company and the Series A Preferred Unit Holders constitute all of the Series A Preferred Unit Holders in the Company. The Series A Preferred Units are not being redeemed, exchanged or contributed as part of this transaction and will remain unchanged following consummation of this transaction.
Ownership of Owner. The Seller owns good and valid title to 89% of the ownership interests in Owner, free and clear of all liens, security interests, assignments, options, warrants, calls and adverse claims to title of any kind or character, and such Ownership Interest is not the subject of any agreement (other than this Agreement and any other document or instrument given or entered into in connection with Closing) providing for the sale and transfer thereof or any rights with respect thereto. CBM owns good and valid title to 11% of the ownership interests in Owner, free and clear of all liens, security interests, assignments, options, warrant, calls and adverse claims to title of any kind or character, and such ownership interests are not the subject of any agreement (other than this Agreement and any other document or instrument given or entered into in connection with Closing) providing for the sale and transfer thereof or any rights with respect thereto.
Ownership of Owner. The Seller owns the Contributed Interests, which represents all of the limited liability company interests of Owner, and Owner has not issued any options to acquire its limited liability company interests or made any other commitments to any person to issue its limited liability company interests under any circumstances. There are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests. The Contributed Interests are validly issued, fully paid and nonassessable. Subject to payment of the Loan Payoff Amount, Seller has the right and power to transfer and assign Contributed Interests free and clear of all liens, encumbrances, restrictions, claims, pledges or security interests or charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise. Upon the transfer of the Contributed Interests to the Operating Partnership, the Operating Partnership will have good, valid and marketable title to the Contributed Interests, free and clear of all liens, encumbrances, restrictions, claims, pledges, security interests, charges or interests of any kind, whether voluntarily incurred or arising by operation of law or otherwise.
Ownership of Owner. All information concerning the ownership of Owner set forth in Exhibit A (a) is accurate and complete as of the Effective Date, and (b) does not omit the statement of any material fact necessary to make them not misleading. Owner is the sole owner of the fee title to the Premises and the Hotel.
