Common use of Ownership of Purchased Interests Clause in Contracts

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. 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 for the Disclosure SchedulesPurchased Interests, 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.