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. 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. (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.
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. Stanford owns, of record and beneficially, the Company Interests, free and clear of any Encumbrance. At Closing, Cognigen will obtain good and valid title to such Company Interests, of record and beneficially, free and clear of any Encumbrance.
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 owns of record all of the Company Interests, free and clear of any Lien thereon (except for any restriction on transfer under the Securities Act or state securities Laws and under the Credit Support Arrangement that will be terminated in connection with the Closing pursuant to Section 4.7(b)). At the Closing, Seller shall sell, assign, transfer, convey and deliver to TVG Holdings, Upper Holdings and/or Buyer, as applicable, good and valid title to such Company Interests, free and clear of any Lien thereon (except for any restriction on transfer under the Securities Act or state securities Laws or imposed by ESH, Upper Holdings and/or Buyer or their Affiliates). As the Closing, the Company will be the owner of record of all of the outstanding equity interests of the Australian Subsidiary (the “Australian Subsidiary Interests”). (b) Seller does not have any obligation, pursuant to any option, warrant, purchase right or other Contract, to sell, transfer or dispose of, the Company Interests, and Seller is not a party to any Contract restricting the transfer of, requiring registration of, or granting rights of first refusal or other similar rights for any such Company Interests, except for this Agreement and the Rollover Agreement or, as of the date hereof, the Seller Credit Agreements. Seller is not a party to any voting trust, proxy or other Contract relating to the voting of any Company Interests. Section 2.6
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.
