Title to Company Interests. The Sellers are the record and beneficial owners of the Company Interests, free and clear of all liens and encumbrances other than those arising under the Seller Credit Facilities and the governing documents of the Company. The Company Interests consist of a 50% membership interest owned by Tanos and a 50% membership interest owned by WildHorse. The Company is the record and beneficial owner of all of the WHT Carthage Interests, free and clear of all liens and encumbrances other than those arising under the Company Credit Agreement.
Title to Company Interests. Such Seller has good and valid title to the Company Interests set forth next to such Seller’s name on Section 3.03(a) of the Company Disclosure Schedule, free and clear of all Liens, other than restrictions under applicable securities Laws, this Agreement, the Transaction Documents, and the applicable Organizational Documents. Such Seller is not a party to (a) any option, warrant, purchase right or other contract that would reasonably require such Seller to sell, transfer or otherwise dispose of any of the Company Interests owned by such Seller or (b) any voting trust, proxy, or other contract with respect to the voting of the Company Interests owned by such Seller, in each case of (a) and (b), other than the Organizational Documents of the Company, this Agreement and the Transactions contemplated hereunder. Other than the Company Interests owned by such Seller and as set forth in the Company Organizational Documents, such Seller does not own or have the right to acquire any other equity interests of the Company or any Company Subsidiary.
Title to Company Interests. Seller owns of record and beneficially the Company Interests, and Seller has good and marketable title to such Company Interests, free and clear of all Liens (other than restrictions under applicable securities Laws and Permitted Liens). Seller is not a party to (a) any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require Seller to sell, transfer or otherwise dispose of any Equity Interests of the Company or (b) except for the governing documents of the Company listed on Schedule 2.4(a) and this Agreement, any voting trust, proxy, or other agreement or understanding with respect to the voting of any Equity Interests of the Company. At the Closing, Seller shall sell, transfer and convey the Company Interests to Buyer free and clear of all Liens (other than restrictions under applicable securities Laws). Seller does not own any other equity interests of the Company, securities, instruments or rights convertible into equity interests of the Company or options, warrants or other rights to acquire equity interests of the Company.
Title to Company Interests. (a) Seller is the sole legal, record and beneficial owner of the Shares. Seller owns such Shares free and clear of any and all Encumbrances, except as listed on Schedule 2.20, and has good and marketable title to the Shares. There is no restriction or limitation on Seller’s right to sell the Shares Interests as contemplated by this Agreement. At the Closing, Seller will transfer to Buyer the Shares free and clear of any and all Encumbrances, except as listed on Schedule 2.20.
(b) There are no undisclosed contracts, agreements, undertakings or other commitments (whether written or unwritten) to which Seller is a party or by which Seller is bound to either: (i) repurchase, redeem, or otherwise acquire any equity or voting interest in, the Company, any Subsidiary, or Seller; or (ii) vote, dispose of or sell any equity or voting interest in the Company, any Subsidiary, or Seller (including any option, call or other arrangement obliging Seller to sell, dispose of or assign any Buyer Common Stock).
(c) There are no undisclosed contracts, agreements, undertakings or other commitments (whether written or unwritten) to which the Company or any Subsidiary is a party or by which the Company or any Subsidiary is bound to either: (i) repurchase, redeem, or otherwise acquire any equity or voting interest in, the Company, any Subsidiary, or any other Person; or (ii) vote, dispose of or sell any equity or voting interest in the Company, any Subsidiary, or any other Person (including any option, call or other arrangement obliging Seller to sell, dispose of or assign all or any portion of the Shares).
(d) Seller is a resident of the state listed in the notice address on Seller’s signature page to this Agreement.
Title to Company Interests. Seller is the record and beneficial owner of all of the Company Interests, free and clear of all liens and encumbrances other than those arising under the Seller Credit Facility and the governing documents of the Company. The Company is the record and beneficial owner of all of the Tanos Holdings Interests, Tanos Exploration Interests and Tanos Midstream Interests, free and clear of all liens and encumbrances other than those arising under the Seller Credit Facility.
Title to Company Interests. Such Contributor is the record and beneficial owner of the applicable Company Interests separately disclosed by such Contributor to the Partnership in writing contemporaneous with its execution hereof, free and clear of all Liens. Such Company Interests constitute all of the Company Interests or other equity interests or rights to acquire any such interests (including any incentive rights or participation in the profits or appreciation in value of any Company Entity) in any Company Entity held by such Contributor.
Title to Company Interests. Other than any liens on the Company Interests held by EXCO securing its obligations under the EXCO Credit Facility (which will be released at or prior to Closing), such Seller owns, holds of record and is the sole beneficial owner of the Company Interests free and clear of all Liens and restrictions on transfer other than those arising pursuant to (a) this Agreement, (b) the Charter Documents of TGGT, or (c) applicable securities Laws.
Title to Company Interests. Seller owns of record and beneficially the Company Interests, and Seller has good and marketable title to the Company Interests free and clear of all Liens, other than those arising under applicable securities Laws. Immediately following the Closing, Buyer will own of record and beneficially the Company Interests, and Buyer will have good and marketable title to the Company Interests free and clear of all Liens, other than those arising under applicable securities Laws or whose creation or imposition was caused or permitted by Buyer.
Title to Company Interests. The Seller is the lawful, record and beneficial owner of all of the Membership Interests free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Company Interests in accordance with the terms of this Agreement transfers to Buyer legal and valid title to the Company Interests, free and clear of all liens, security interests, hypothecations, or pledges.
Title to Company Interests. (a) Seller is the sole record and beneficial owner of the Company Interests, free and clear of all Liens. Seller has good and marketable title to the Company Interests and has the full power and authority to sell, transfer, assign and deliver the Company Interests to Buyer upon the terms and subject to the conditions set forth in this Agreement.
(b) Other than as set forth in the Company Operating Agreement, Seller is not a party to any option, warrant, purchase right, right of first refusal, right of first offer or any Contract relating to the voting of, or requiring the issuance, transfer or sale of, any Equity Interests of the Company or any Company Subsidiary.
(c) Upon assignment of and payment for the Company Interests, Buyer will acquire good, valid, and marketable title to and record and beneficial ownership of the Company Interests, free and clear of any Lien other than any Liens created by Buyer.
