Common use of Title to Contributed Interests Clause in Contracts

Title to Contributed Interests. Transferor owns, holds of record and is the beneficial owner of the Contributed Interests free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x Organizational Documents, (iii) applicable securities Laws or (iv) the Retained Matters, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith. Xxxxxxx has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Xxxxxxx issued or granted by Xxxxxxx, and there are no agreements of any kind which may obligate Xxxxxxx to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.

Title to Contributed Interests. Transferor owns, holds of record and is the beneficial owner of the Contributed Interests Interests, free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x Wilmington’s Organizational Documents, (iii) applicable securities Laws or (iv) the Retained Matters, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith. Xxxxxxx Wilmington has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Xxxxxxx Wilmington issued or granted by XxxxxxxWilmington, and there are no agreements of any kind which may obligate Xxxxxxx Wilmington to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.

Title to Contributed Interests. (a) Transferor owns, holds of record record, and is the beneficial owner of the Contributed Interests Interests, which represents 100% of the limited liability company interests of EGH II, free and clear of all Liens and restrictions on transfer other than (aA) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x EGH II’s Organizational Documents, or (iii) applicable securities Laws or (iv) the Retained MattersLaws, or (bB) Liens for Taxes not yet due or delinquent or being contested in good faith. Xxxxxxx has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Xxxxxxx EGH II issued or granted by XxxxxxxEGH II, and there are no agreements of any kind which may obligate Xxxxxxx EGH II to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.

Title to Contributed Interests. (a) Transferor owns, holds of record record, and is the beneficial owner of the Contributed Interests Interests, which represents 100% of the Class B Units of EWH, free and clear of all Liens and restrictions on transfer other than (aA) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x EWH’s Organizational Documents, (iii) applicable securities Laws Laws, or (iv) the Retained MattersPledge Agreement, or (bB) Liens for Taxes not yet due or delinquent or being contested in good faith. Xxxxxxx has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Xxxxxxx EWH issued or granted by XxxxxxxEWH, and there are no agreements of any kind which may obligate Xxxxxxx EWH to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except for the Contribution Documents and as may be contained in its Organizational Documents.