Seller Interests. Except for the rights of the Buyers created by this Agreement and any restrictions on assignment pursuant to the Existing Debt Documents, as defined in Section 6.1.7 below, the UPREIT LLC Operating Agreement or the Subject Company Operating Agreements, Seller is the sole owner of, and has good and marketable title to, the Seller Interests, free and clear of all liens, claims, encumbrances or other security arrangements or obligations to other Persons, of whatever kind or character, and has the unrestricted right to sell, transfer and assign the Seller Interests to the applicable Buyer. No Seller Interest is evidenced or represented by a separate certificate. The Seller Interests have been duly and validly issued and are outstanding as fully paid and non-assessable limited liability company interests.
Seller Interests. Notwithstanding Seller’s execution and delivery of the Seller Unit Assignment, free and clear of all Liens, in an abundance of caution, Principal shall execute and deliver to Buyer the form of assignment attached hereto in Exhibit 2.1(c) to give effect to the assignment by Principal to JVCo as Buyer’s Permitted Designee, of any right, title and interest of any kind that Principal may have prior to or at the Closing in, to and under the Seller Units, or in respect of any other interest involving GFD and ALB (“Seller Interests”).
Seller Interests. Section 4.4(a) of the Disclosure Schedule sets forth a true and complete list of the holders of all Seller Interests of each Seller and the percentage ownership of their respective ownership interests in each Seller. As of the date hereof, (i) the Seller Interests set forth in Section 4.4(a) of the Disclosure Schedule represent all issued and outstanding equity securities of, or interests in, each Seller, and (ii) the Seller Interests are held of record by the Seller Owners and other security holders as set forth in Section 4.4(a) of the Disclosure Schedule. Except as set forth in Section 4.4(a) of the Disclosure Schedule, all of the Seller Interests have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive rights.
Seller Interests. Lucky Good Dog 55% of the Interests held by Lucky Good Dog Xxxxxxx 55% of the Interests held by Xxxxxxx
Seller Interests. The Seller holds the Seller Interests, free and clear of any Liens. Except as expressly provided for in the Company LLC Agreement, neither Parent nor the Seller has granted any options, warrants, calls, rights, subscriptions, conversion rights, rights of first refusal, agreements or commitments of any kind outstanding obligating Parent or the Seller to issue, acquire, transfer, pledge or encumber the Seller Interests. Except as set forth on Schedule 2.3(i), since the acquisition of the Seller Interests, there has not been any sale, assignment, transfer or other conveyance of the Seller Interests by Parent or the Seller, nor has Parent or the Seller entered into any written or oral contract, agreement, commitment, license, lease, release, indenture, or evidence of indebtedness to which the Company or a Subsidiary is a party or is otherwise obligated (each, a “Contract”) pursuant to which any applicable obligations continue to be outstanding or effective for the sale, assignment transfer or conveyance thereof. Except as set forth on Schedule 2.3(ii), there are no unitholder agreements, buy-sell agreements, voting trusts or other agreements or understandings to which Parent or the Seller is a party or to which it is bound relating to any of the Seller Interests.
Seller Interests. Seller is a wholly owned subsidiary of Seller Owner. All of the Seller Interests have been duly authorized and validly issued and are fully paid, non-assessable and not subject to any preemptive rights.
Seller Interests. Except for the rights of Buyer created by this Agreement and any restrictions on assignment pursuant to the Subject LP Agreements, Seller is the sole owner of, and has good and marketable title to, the Seller Interests, free and clear of all liens, claims, encumbrances or other security arrangements or obligations to other Persons, of whatever kind or character, and has the unrestricted right to sell, transfer and assign the Seller Interests to Buyer. The Seller Interests have been duly and validly issued and are outstanding as fully paid and non-assessable limited partnership interests or shares, as applicable.
Seller Interests. Notwithstanding Original Member’s execution and delivery of the 80% Unit Assignment directly to Buyer, free and clear of all Liens other than the Pre-Existing Senior Lien, in an abundance of caution, Seller shall execute and deliver to Buyer the form of assignment attached hereto in Exhibit 2.1(c) to give effect to the assignment by Seller to Buyer’s Permitted Designee, Attis, of any right, title and interest of any kind that Seller may have prior to or at the Closing in, to and under the 80% Units and/or the JVCo Assets, or in respect of any other interest involving JVCo except for the 20% Units, whether known or unknown (“Seller Interests”). The Parties acknowledge that the Capital Contribution is intended to made on behalf of and for the benefit of Seller as an added inducement for Buyer to complete the Acquisition hereunder, and that the 80% Unit Assignment would not be made directly to Attis on behalf of and for the benefit of Seller but for Buyer’s agreement pay the Purchase Price directly to Seller and/or Seller’s Permitted Designee on and subject to the terms and conditions of this Agreement.
Seller Interests. Except for this Agreement, the Transaction Documents, the Management Agreement, the Stockholders Agreement, the Credit Agreement (and any agreements, documents or instruments entered into in connection with, or relating to, the Credit Agreement), there are no Contracts by and between any of the Companies, on the one hand, and any Seller, on the other hand.
