Ownership of Purchased Equity. Seller holds of record and owns beneficially all of the Purchased Equity, and, as of the Closing, the Purchased Equity will be free and clear of all Liens other than Permitted Liens. Upon delivery and payment for all of the Purchased Equity as herein provided, Seller will convey good and valid title thereto to Buyer free and clear of all Liens other than Permitted Liens.
Ownership of Purchased Equity. Effective as of the Closing of the IP Contribution, Seller is the sole beneficial and record owner of, and has good and marketable title to, all of the Purchased Equity, free and clear of any Encumbrances (other than Permitted Encumbrances and Encumbrances that will be released or terminated as of the Closing Date). Except for this Agreement and the IP Contribution Agreement, as of the Closing, neither Seller nor the Company has granted any interests or rights to any other Person with respect to any equity interests in the Company or (including, without limitation, any rights of first refusal, rights of first offer or pre-emptive rights), and there are no Contracts obligating Seller or the Company to grant any such interest or rights to any other Person. As of immediately prior to the Closing, the Purchased Equity has been duly authorized and validly issued and is fully paid and non-assessable.
Ownership of Purchased Equity. As of immediately prior to the Closing and following the consummation of the Restructuring Transactions, such Seller will be the record and beneficial owner of its respective portion of the Purchased Equity, free and clear of all Liens, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (other than transfer restrictions under the Securities Act) and such Seller shall transfer and deliver to the Purchaser at the Closing valid title to such portion of the Purchased Equity, free and clear of all Liens, agreements, voting trusts, proxies or other arrangements or restrictions whatsoever (other than transfer restrictions under the Securities Act). Such Seller is not a party to (a) any option, warrant, purchase right, right of first refusal, right to subscribe, call, put or other contract (other than this Agreement) that could require such Seller to sell, transfer or otherwise dispose of any Purchased Equity or (b) any voting trust, proxy or other contract relating to the voting of any Purchased Equity.
Ownership of Purchased Equity. (a) As of the Closing, (i) Seller is the sole legal, beneficial, and record owner of, and has good and marketable title to, the Purchased Equity, in each case, free and clear of all Encumbrances, and (ii) the Purchased Equity represents the entire equity interest that Seller owns, directly or indirectly, in Canopy. Immediately following the Closing, Buyer will have good and valid title to the Purchased Equity.
