Representations and Warranties of MLIDC. MLIDC represents and warrants to TDLLC that: (a) (i) the authorized capital stock of MLIDC consists of 30,000 shares of common stock with no par value, and (ii) the issued and outstanding capital stock of MLIDC consists of 25,000 shares of common stock; (b) except for this Agreement, no agreement, arrangement or commitment relating to the capital stock of MLIDC exists; (c) no securities convertible into capital stock MLIDC exist; and (d) MLIG is the sole holder of MLIDC capital stock entitled to vote. MLIDC represents and warrants that the MLIDC Stock is duly authorized, validly issued, fully paid, non-assessable, free of any preemptive rights, and free and clear of, and not subject to, any form of hypothecation, pledge, lien or other restriction on transfer under any federal, state or local law, statute, regulation, rule, code, ordinance, judgment, decree, order or agreement to which MLIDC is subject, and the consummation of the transactions contemplated hereby shall not result in any such hypothecation, pledge, lien, or other restriction on transfer upon MLIDC Stock.
