Ownership of Purchased Units. Vendor is the beneficial owner of the Purchased Units, with good and marketable title thereto, free and clear of all Encumbrances and, without limiting the generality of the foregoing, none of the Purchased Units is subject to any voting trust, shareholder agreement or voting agreement.
Ownership of Purchased Units. Management Owner has not heretofore sold any participation or other interest in the Purchased Units. Management Owner is the record and beneficial owner of the Purchased Units. Effective as of the Closing Date, the Company will acquire good, valid and marketable title to the Purchased Units, free and clear of all restrictions, claims, security interests and encumbrances of any kind, other than as set forth in the Pledge Agreements and the LLC Agreement.
Ownership of Purchased Units. It is the registered and beneficial owner of the Purchased Units, with good and marketable title thereto, free and clear of all Encumbrances (other than the Permitted Encumbrances referred to in subparagraphs (i) and (j) of the definition of Permitted Encumbrances), and has the exclusive right to dispose of the Purchased Units as provided in this Agreement. None of the Purchased Units is subject to: (a) any Contract or restriction which in any way limits or restricts the transfer to Purchaser of the Purchased Units other than the transfer restrictions in the Limited Partnership Agreement or the Certificate of Limited Partnership; or (b) any voting trust, pooling agreement, shareholder agreement, voting agreement or other Contract, arrangement or understanding with respect to the voting of the Purchased Units (or any of them). At or prior to the Closing, all those Contracts and restrictions will have been complied with or terminated and evidence of that compliance or termination in form and substance satisfactory to Purchaser will have been provided to Purchaser. On completion of the Transactions, it will have no ownership interest in TM Pipeline LP, whether direct or indirect, actual or contingent, and Purchaser shall have good title to the Purchased Units, free and clear of all Encumbrances other than Encumbrances thereon in respect of the security provided for by the Vendor and the Target Entities to secure the obligations of TM Pipeline LP under the Limited TM Pipeline LP Indemnity (Covered Credit Agreement).
Ownership of Purchased Units. Seller is the record and beneficial owner of all of the Purchased Units, and will transfer and deliver to Buyer at the Closing valid title to the Purchased Units, free and clear of any Liens (other than Liens arising under state and federal securities laws and Liens incurred by Buyer or any of its Affiliates).
Ownership of Purchased Units. The Seller owns the Purchased Units free and clear of any claims, charges, liens, security interests, encumbrances or any other restrictions whatsoever (collectively, "LIENS"). Such units are not bound by or subject to any proxy, agreement, voting trust or other restriction regarding the transfer or voting thereof (other than as set forth in the Operating Agreement), and good and marketable title to such units shall be transferred to the Buyer as of the date hereof free and clear of any Liens.
Ownership of Purchased Units. Seller is the owner of all right, title and interest in and to the Membership Interests, free and clear of all Liens, other than any obligations arising under the SEB Operating Agreement or the RS Operating Agreement, as the case may be. The delivery to Buyer of the Membership Interests as contemplated in this Agreement will transfer to Buyer valid title thereto.
