Ownership of the Units. (a) As of the Cut-Off Date, good and valid ownership of each Unit will be validly and effectively vested in the Origination Trust, free and clear of all Adverse Claims, except for Permitted Liens (and no Adverse Claim, other than an Adverse Claim of the type described in clause (1)(f) of the definition of Permitted Liens, shall be noted on the certificate of title for any Vehicle included in any such Unit).
(b) As of the Closing Date, good and valid ownership of the beneficial interest in each Unit will be validly and effectively conveyed to, and vested in the Buyer, free and clear of all Adverse Claims, except for Permitted Liens.
Ownership of the Units. The Partnership has, and immediately prior to any Delivery Date on which the Partnership is selling Units, the Partnership will have, good and marketable title to the Units to be sold by the Partnership hereunder on such Delivery Date, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.
Ownership of the Units. Seller owns the Units beneficially and of record, free and clear of any liens, claims or encumbrances of any kind (collectively, “Encumbrances”). Upon the sale in accordance with, and payment pursuant to, the terms hereof, the Purchaser will receive good title to the Units, free and clear of all Encumbrances, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) Encumbrances imposed due to the actions of the Purchaser, and the sale of the Units to the Purchaser is not subject to any preemptive rights or rights of first refusal or other similar rights.
Ownership of the Units. Immediately prior to any Delivery Date on which the Company is selling Units, the Company will have, good and marketable title to the Units to be sold by the Company hereunder on such Delivery Date, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.
Ownership of the Units. Such Seller owns the Units set forth next to such Seller’s name on Section 3.03 of the Sellers’ Disclosure Schedule free and clear of all Encumbrances other than those set forth on Section 3.03 of the Sellers’ Disclosure Schedule, those arising pursuant to applicable federal and state securities laws and such restrictions as are set forth in the Governing Documents of the Target Company. Upon the transfer of the Units to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to the Units, in each case, free and clear of all Encumbrances other than those arising pursuant to applicable federal and state securities laws.
Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to the Trust Units to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever, and the Company has full power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.
Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Units to be sold by the Company hereunder on the Closing Date or Additional Closing Date, as the case may be, 4,401,250 Subordinated Units and the right to receive the Incentive Distributions, free and clear of all Liens, except (i) as of the date this Agreement, the Pledge and (ii) as of the Closing Date or any Additional Closing Date, as the case may be, for the Pledge of any Units not required to be delivered on such date, and has full power and authority to sell its interest in the Units.
Ownership of the Units. The Selling Unitholder, immediately prior to the Delivery Date, will have (i) a valid “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens and (ii) legal right, power and capacity (if the Selling Unitholder is an individual) and corporate, limited liability company, partnership or similar power and authority (if the Selling Unitholder is not an individual), to sell, transfer and deliver the Units to be sold by the Selling Unitholder, and has duly and irrevocably authorized the Partnership, on behalf of such Selling Unitholder to deliver the Units to be sold by such Selling Unitholder pursuant to this Agreement and receive payment therefore pursuant hereto.
Ownership of the Units. The unpaid or non-performed portion of the purchase price of the 500,000 Class A Units purchased by Buyer from LPN under the Xxxxxxxx Partnership Interest Purchase Agreement and the non-performed portion of the LPN capital contribution agreement is an exception to Borrower’s fully-paid and non-assessable representation and warranty on Borrower’s issued and outstanding equity. LPN Corporation may grant LPN its proxy in accordance with the Amended and Restated Operating Agreement in respect of any member vote required thereunder.
Ownership of the Units. The Sellers hold of record and own beneficially the Units set forth next to his or its name in Schedule 3.3 and the listed Units represent the entire ownership of the Company. Each Seller has the right and power to transfer and assign his or its Units, free and clear of any restrictions on transfer, claims, taxes, liens, security interests, encumbrances, options or other demands or liabilities. None of the Sellers is a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any membership unit of the Company (other than this Agreement). Each Seller has the exclusive right, power and authority to vote the Units owned by that Seller and no Seller is a party to any voting trust, proxy, or other agreement or understanding with respect to voting of any membership unit of the Company. The Sellers are the only Unit holders of the Company, and will remain and continue to be the only membership unit holders through the Closing Date and will not sell, pledge or otherwise transfer or assign any of their Units prior to the Closing Date.
