Ownership of Purchased Interests. 4.4.1 Such Seller is the sole beneficial and record owner and has good, valid and marketable title to, and will, immediately prior to Closing, be the sole beneficial and record owner and have good, valid and marketable title to, all of the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement, the Syndication Agreement and the Organizational Documents of the Primary Archstone Entities. Except as set forth in Section 4.4.1 of the Disclosure Schedules, such Seller does not directly or indirectly own or hold any Equity Interests, voting interests or other interests in any Primary Archstone Entity and such Seller does not directly own or hold any Equity Interests in any other Archstone Entity. At Closing, Buyer or Buyer Designee will acquire from such Seller full legal and beneficial ownership of and good and valid title to the Purchased Interests set forth opposite such Seller’s name on Schedule I attached hereto, free and clear of all Liens, other than restrictions on transfer by Buyer imposed under applicable securities Laws, the Voting Agreement, the Bridge Equity Providers Agreement and the Organizational Documents of the Primary Archstone Entities. There has not been any capital call or similar call for contributions from such Seller with respect to any of the Primary Archstone Entities that has not been fully paid and satisfied by such Seller. To such Seller’s Knowledge, such Seller does not owe to any Archstone Entity any material amount with respect to any Taxes paid with respect to or on behalf of such Seller for which such Seller is obligated to reimburse the applicable Archstone Entity, and such Seller does not have any Knowledge of any material payments made by any Archstone Entity of Taxes with respect to or on behalf of Seller with respect to which either a demand for payment could be made to Seller by an Archstone Entity for reimbursement of such amounts or an offset could be made against future amounts distributable from an Archstone Entity to such Seller.
Ownership of Purchased Interests. As of the date hereof and as of immediately prior to the Closing and the transfer of the Purchased Interests contemplated hereby from Seller to Purchaser, Seller is, and will be, as the case may be, the record owner of all of the Purchased Interests. On the terms and subject to the conditions of this Agreement, at the Closing, Seller shall transfer to Purchaser all of Seller’s right, title and interest in and to the Purchased Interests, free and clear of any Liens (other than applicable restrictions on transfer pursuant to federal, state or foreign securities laws).
Ownership of Purchased Interests. Assignor is the sole legal, beneficial and record owner of the Membership Interest.
Ownership of Purchased Interests. (a) Seller has good title to, holds of record and owns beneficially the Purchased Interests free and clear of any Liens other than transfer restrictions imposed thereon by applicable securities Laws and Permitted Liens. All of the Purchased Interests are held by Seller, and the Purchased Interests represent, directly or indirectly, 100% of the outstanding equity interests in the Companies. On the Closing Date, upon payment of the Purchase Price in accordance with Section 2.3, the Purchased Interests will be acquired by Buyer free and clear of all Liens (other than restrictions imposed thereon by applicable securities Laws).
Ownership of Purchased Interests. (a) Each Seller is the sole record and beneficial owner of the Purchased Interests set forth next to its name on Section 5.06(a) of the Company Disclosure Schedule, and such Purchased Interests, together with the Purchased Interests held by the other Seller, collectively represent 100% of the Equity Interests of Sub-Aggregator.
Ownership of Purchased Interests. (a) Targa GP Inc. is the sole member of Targa Downstream GP and has good and valid title to, holds of record and owns beneficially all of the limited liability company interests of Targa Downstream GP included in the Purchased Interests, free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens, which will be released or removed at or prior to Closing.
Ownership of Purchased Interests. Seller is the sole stockholder of Antero Midstream and has good and valid title to, holds of record and owns beneficially the Purchased Interests, which constitute all of the outstanding capital stock of Antero Midstream, free and clear of any Liens other than Permitted Liens and the Liens set forth in Schedule 3.7. Upon Closing, Buyer will be the sole stockholder of Antero Midstream and will acquire good and valid title to all of the Purchased Interests, free and clear of any Liens other than the transfer restrictions imposed thereon by applicable securities Laws or Liens created by Buyer.
Ownership of Purchased Interests. (a) Seller is the sole member of the Company and has good and valid title to, holds of record and owns beneficially all of the Purchased Interests free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens which will be released or removed at or prior to Closing.
Ownership of Purchased Interests. (a) SRCG has good title to, holds of record and owns beneficially, the Limited Partner Interests free and clear of any Liens, other than transfer restrictions imposed thereon by applicable securities Laws. All the Limited Partner Interests are held by SRCG, and the Limited Partner Interests represent 100% of the outstanding limited partner interests of SRES and REM. On the Closing Date, upon payment of the Estimated Purchase Price in accordance with Section 2.4, the Limited Partner Interests will be acquired by Buyers free and clear of all Liens (other than restrictions imposed thereon by applicable securities Laws).
Ownership of Purchased Interests. (a) Seller is the sole member of Targa Texas GP and has good and valid title to, holds of record and owns beneficially the limited liability company interests of Targa Texas GP included in the Purchased Interests free and clear of any Liens other than (i) transfer restrictions imposed thereon by applicable securities Laws and (ii) Permitted Liens which will be released or removed at or prior to Closing.
