Representations as to Contributed Interest. (a) The Contributed Interest constitutes all of the equity interests of the Company owned beneficially or of record by the Contributor or its Affiliates.
(b) The Contributor is the sole record and beneficial owner of, and has good and valid title to, the Contributed Interest, free and clear of all Liens other than (i) the Lien evidenced by the Contributor Credit Agreement, which Lien shall be extinguished upon the full repayment and termination of the Contributor Credit Agreement at or prior to the Closing, (ii) any transfer restrictions imposed by federal and state securities laws and (iii) any transfer restrictions contained in the Organizational Documents of the Company.
(c) At the Closing, the Contributor will assign, convey, transfer and deliver to MWE, through the Acquirer, good and valid title to the Contributed Interest, free and clear of all Liens other than (i) any transfer restrictions imposed by federal and state securities laws, (ii) any transfer restrictions contained in the Organizational Documents of the Company and (iii) any Liens on the Contributed Interest as a result of actions by the Acquirer Parties or their Affiliates.
(d) Neither the Contributor nor any of its Affiliates is a party to any agreements, arrangements or commitments obligating the Contributor to grant, deliver or sell, or cause to be granted, delivered or sold, the Contributed Interest, by sale, lease, license or otherwise, other than this Agreement.
(e) Except as set forth in the Company LLC Agreement, there are no voting trusts, proxies or other agreements or understandings to which the Contributor is bound with respect to the voting of the Contributed Interest.
