Ownership of the LLC Interests. (a) Seller owns beneficially and of record all of the LLC Interests to be sold and transferred by Seller, free and clear of any Lien. Such LLC Interests constitute all the limited liability company interests of Seller in Susanville. (b) All the LLC Interests to be sold by Seller have been duly authorized, validly issued, fully paid and nonassessable. (c) There are no preemptive rights, subscription rights, calls, outstanding options, warrants, conversion or other rights or agreements of any kind (except as contemplated hereby) obligating Seller to sell or deliver any of the LLC Interests and no authorization therefor has been given by Seller. (d) Seller's ownership interest in the LLC Interests has not been challenged by any Person, and no Person other than Seller and, under the terms of this Agreement, Purchaser, has any right or claim to such LLC Interests. Seller is not a party to any obligation (contingent or otherwise) to purchase or sell the LLC Interests, except as contemplated by this Agreement. Seller is not a party to any agreement with respect to the voting or transfer of the LLC Interests (except as contemplated hereby). Except for the Susanville Operating Agreement, Seller is not a party to any interestholder's agreement or similar agreement with respect to Susanville or the LLC Interests. The Susanville Operating Agreement attached as an exhibit to this Agreement is the complete copy of such agreement and there are not any amendments, supplements or other modifications thereto that have been executed or authorized by Seller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Laidlaw Energy Group, Inc.), Purchase and Sale Agreement (Laidlaw Energy Group, Inc.)
Ownership of the LLC Interests. (a) Seller owns beneficially and of record all of the LLC Interests to be sold and transferred by Seller, free and clear of any Lien. Such LLC Interests constitute all the limited liability company interests of Seller in Susanville.
(b) All the LLC Interests to be sold by Seller have been duly authorized, validly issued, fully paid and nonassessable.
(c) There are no preemptive rights, subscription rights, calls, outstanding options, warrants, conversion or other rights or agreements of any kind (except as contemplated hereby) obligating Seller to sell or deliver any of the LLC Interests and no authorization therefor has been given by Seller.
(d) Seller's ’s ownership interest in the LLC Interests has not been challenged by any Person, and no Person other than Seller and, under the terms of this Agreement, Purchaser, has any right or claim to such LLC Interests. Seller is not a party to any obligation (contingent or otherwise) to purchase or sell the LLC Interests, except as contemplated by this Agreement. Seller is not a party to any agreement with respect to the voting or transfer of the LLC Interests (except as contemplated hereby). Except for the Susanville Operating Agreement, Seller is not a party to any interestholder's ’s agreement or similar agreement with respect to Susanville or the LLC Interests. The Susanville Operating Agreement attached as an exhibit to this Agreement is the complete copy of such agreement and there are not any amendments, supplements or other modifications thereto that have been executed or authorized by Seller.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Laidlaw Energy Group, Inc.), Purchase and Sale Agreement (Laidlaw Energy Group, Inc.)
