OWNERSHIP OF OWNERSHIP INTERESTS. Each Contributor is the sole record and beneficial owner of the Ownership Interests set forth on Exhibit B and has the exclusive power and authority to transfer, sell, assign and convey to the Operating Partnership such Ownership Interests free and clear of any Liens, except for Permitted Liens, and, upon delivery of the consideration for such Ownership Interests as provided herein, the Operating Partnership will acquire good and valid title thereto, free and clear of any Liens, except for Permitted Liens and Liens created by the A&R OP Agreement. Except as provided for or contemplated by this Agreement or any other agreement, document or instrument contemplated hereby, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (a) relating to the Ownership Interests or (b) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Ownership Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Ownership Interests or other equity interests or profit participation of any kind in the Initial Property Owners. All of the issued and outstanding Ownership Interests have been duly authorized and are validly issued.
OWNERSHIP OF OWNERSHIP INTERESTS. Sellers is the holder of record and owns beneficially all of the Ownership Interests, free and clear of all Encumbrances.
OWNERSHIP OF OWNERSHIP INTERESTS. Assignor is the legal, record and beneficial owner of, and has good and marketable title to, the Ownership Interests, as the same are set forth on Exhibit A-1 attached hereto and evidenced by the Certificate, subject to no lien or encumbrance other than the lien and security interest created hereby. Assignor is the sole legal, record and beneficial owner of, and has good and marketable title to, one hundred percent (100%) of all of the Ownership Interests in and to the Company, and evidenced by the Certificates. Except for the assignment to Secured Party pursuant hereto, there has been no prior Transfer (as defined in Section 4.1) of any of the Ownership Interests.
OWNERSHIP OF OWNERSHIP INTERESTS. Except as referenced in Schedule 5.1(d), the MIM Owners are the record owner of and have good and valid title to the Ownership Interests, free and clear of all encumbrances. The Ownership Interests constitute 100% of the total issued and outstanding membership interests in MIM. The Ownership Interests have been duly authorized and are validly issued, fully-paid and non-assessable.
