Common use of Title to Equity Interests Clause in Contracts

Title to Equity Interests. (a) Upon the formation of Merger Sub on the Closing Date, APL Sub will have good and valid record and beneficial title to 100% of the outstanding limited liability company membership interests in Merger Sub, free and clear of any Liens, except for Permitted Liens; and upon consummation of the Merger, APL Sub will have valid record and beneficial title to 100% of the outstanding limited liability company membership interest in the Surviving Company, free and clear of any Liens, except for Permitted Liens. (b) APL Operating has good and valid record and beneficial title to 100% of the limited liability company membership interests of each of APL New York, APL Ohio and APL Pennsylvania, free and clear of any Liens, except for Permitted Liens. (c) APL Pennsylvania has good and valid record and beneficial title to 100% of the limited liability company membership interests of APL McKean, free and clear of any Liens, except for Permitted Liens. (d) Except for the Plan of Merger, there are no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate any of the Subject Entities to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in any of the Subject Entities, (ii) securities or obligations of any kind that are convertible into or exercisable or exchangeable for any equity interest in any of the Subject Entities, (iii) bonds, debentures or other evidence of indebtedness of any of the Subject Entities and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in any of the Subject Entities. (e) Except for the Plan of Merger, upon the formation of Merger Sub on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Merger Sub to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Merger Sub, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Merger Sub, (iii) bonds, debentures or other evidence of indebtedness of Merger Sub and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in Merger Sub.

Title to Equity Interests. (a) Upon As of immediately following the formation Reorganization and the Reorganization Merger, the Seller (i) owns and holds, beneficially and of Merger Sub on the Closing Daterecord, APL Sub will have good and valid record and beneficial title to 100% all of the outstanding limited liability company membership interests in Merger SubCompany Successor Membership Interests, (ii) has sole and exclusive right, title and interest in, and good, valid and marketable title to, such Company Successor Membership Interests, free and clear of any LiensLiens or any other restrictions, except for Permitted Liens; voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims, (iii) has not granted or acknowledged to any Person any rights with respect to any Company Successor Membership Interests and upon (iv) has sole voting power and power of disposition or conversion of such Company Successor Membership Interests and sole power to agree to and issue instructions with respect to the matters set forth in this Agreement and any Ancillary Agreement to which the Seller is a party or to which the Seller is subject. The Company Successor Membership Interests (i) constitute all of the issued and outstanding Equity Interests of the Company Successor, (ii) are owned or controlled, directly or indirectly, by the Seller, (iii) are not subject to any liabilities, Contracts or other rights or obligations of any kind that would entitle or require the Seller or any other Person (contingent or otherwise), to issue, transfer, sell, repurchase, retire, redeem or otherwise acquire or dispose of, directly or indirectly, any such Company Successor Membership Interests. There are no registration rights, voting trusts, proxies, rights plans, antitakeover plans or any other Contracts to which the Seller or any of its Affiliates is a party or by which any of them are subject with respect to any Company Successor Membership Interests. Upon the consummation of the MergerTransactions, APL Sub at the Closing, ▇▇▇▇▇ will have acquire good and valid record and beneficial title to 100% all of the outstanding limited liability company membership Equity Interests of the Company Group, free and clear of all Liens (other than restrictions on transfer imposed by applicable state and federal securities Laws). (b) Each Shareholder (i) owns and holds, beneficially and of record, the Equity Interests of the Seller set forth beside such Shareholder’s name on Section 4.5 of the Company Disclosure Schedule, (ii) has sole and exclusive right, title and interest in in, and good, valid and marketable title to, such Equity Interests of the Surviving CompanySeller, free and clear of any LiensLiens or any other restrictions, except for Permitted Liens. voting rights, rights of first refusal, co-sale rights or similar rights or adverse claims, (biii) APL Operating has good and valid record and beneficial title not granted or acknowledged to 100% any Person any rights with respect to such Equity Interests of the limited liability company membership interests Seller and (iv) has sole voting power and power of each disposition or conversion of APL New York, APL Ohio such Equity Interests of Seller and APL Pennsylvania, free sole power to agree to and clear of issue instructions with respect to the matters set forth in this Agreement and any Liens, except for Permitted Liens. (c) APL Pennsylvania has good Ancillary Agreement to which such Shareholder is a party or to which such Shareholder is subject. The Equity Interests held by the Shareholders and valid record and beneficial title to 100% set forth on Section 4.5 of the limited liability company membership interests Company Disclosure Schedule constitute all of APL McKeanthe issued and outstanding Equity Interests of the Seller, free and clear are owned or controlled, directly or indirectly, by the Shareholders as set forth on Section 4.5 of the Company Disclosure Schedule, are not subject to any Liensliabilities, except for Permitted Liens. (d) Except for the Plan of Merger, there are no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights Contracts or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate any of the Subject Entities to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in any of the Subject Entities, (ii) securities or obligations of any kind that are convertible into would entitle or exercisable require any Shareholder or exchangeable for any equity interest in other Person (contingent or otherwise), to issue, transfer, sell, repurchase, retire, redeem or otherwise acquire or dispose of, directly or indirectly, any such Equity Interests of the Subject EntitiesSeller. There are no registration rights, (iii) bonds, debentures or other evidence of indebtedness of any of the Subject Entities and (iv) voting trusts, proxies proxies, rights plans, antitakeover plans or any other agreement Contracts to which any Shareholder or understanding any of their respective Affiliates is a party or by which any of them are subject with respect to the voting, registration or disposition of any equity interest in any Equity Interests of the Subject EntitiesSeller. (e) Except for the Plan of Merger, upon the formation of Merger Sub on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Merger Sub to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Merger Sub, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Merger Sub, (iii) bonds, debentures or other evidence of indebtedness of Merger Sub and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in Merger Sub.

Title to Equity Interests. (a) Upon the formation of Merger Sub on the Closing DateThe authorized, APL Sub will have good issued and valid record and beneficial title to 100% outstanding Equity Interests of the Acquired Subsidiaries are set forth on Schedule 5.4(a) hereto. All outstanding limited liability company membership interests Equity Interests of the Acquired Subsidiaries are duly authorized, validly issued, fully paid and non-assessable, and are not subject to and were not issued in Merger Sub, free and clear violation of any Lienspreemptive rights, except for Permitted Liens; purchase option, call option, right of first refusal, subscription right or any similar right, and upon consummation were issued in compliance with applicable federal and state securities Laws. Except as set forth on Schedule 5.4(a), (i) there are no Equity Interests (voting or nonvoting) of the MergerAcquired Subsidiaries authorized, APL Sub will have valid record and beneficial title issued or outstanding, (ii) there are no outstanding or authorized options or restricted stock or warrants, calls, preemptive rights, subscriptions or other similar rights, convertible or exchangeable securities, “phantom” stock rights, stock appreciation rights, limited stock appreciation rights, stock-based performance units, agreements, arrangements, commitments or claims of any character, contingent or otherwise (A) relating to 100% the issued or unissued Equity Interests of the outstanding limited liability company membership interest Acquired Subsidiaries or (B) obligating the Acquired Subsidiaries to issue, transfer or sell or cause to be issued, transferred or sold any Equity Interests in the Surviving CompanyAcquired Subsidiaries or securities convertible into or exchangeable for Equity Interests, free or obligating any of the Acquired Subsidiaries to grant, extend or enter into any such option, restricted stock, warrant, call, preemptive right, subscription or other right, convertible or exchangeable security, agreement, arrangement, commitment or claim, and clear (iii) none of any Liens, except for Permitted Liensthe Acquired Subsidiaries has authorized or outstanding voting debt. (b) APL Operating has good Except as set forth on Schedule 5.4(b), each of the Equity Sellers has, and at Closing will convey to Purchaser, good, valid record and beneficial marketable title to 100% the Equity Interests in the Purchased Companies listed under its name on Exhibit A-I. At Closing, the Equity Interests of the limited liability company membership interests of each of APL New York, APL Ohio and APL Pennsylvania, Acquired Subsidiaries will be free and clear of any all Liens, except for Permitted Liensoptions, call rights, rights of first refusal, “tag” or “drag” along rights or any similar rights or interests. (c) APL Pennsylvania has good and valid record and beneficial title to 100% There are no agreements that obligate any of the limited liability company membership interests Acquired Subsidiaries to issue, purchase, redeem or otherwise acquire any of APL McKean, free and clear of any Liens, except for Permitted Lienstheir respective Equity Interests. (d) Except for the Plan of Merger, there There are no outstanding (i) optionsvoting trusts, warrantsproxies, subscriptionsregistration rights agreements, put or call rights, preemptive rights or other rights to subscribe for or purchaseagreements, or any agreementscommitments, arrangements or commitments that would obligate understandings by which any of the Subject Entities to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in any of the Subject Entities, (ii) securities or obligations of any kind that are convertible into or exercisable or exchangeable for any equity interest in any of the Subject Entities, (iii) bonds, debentures or other evidence of indebtedness of any of the Subject Entities and (iv) voting trusts, proxies or other agreement or understanding Acquired Subsidiaries is bound with respect to the voting, registration or disposition voting of any equity interest in any of the Subject Entities. (e) Except for the Plan of Merger, upon the formation of Merger Sub on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put their respective Equity Interests or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Merger Sub to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Merger Sub, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Merger Sub, (iii) bonds, debentures or other evidence of indebtedness of Merger Sub and (iv) voting trusts, proxies or other agreement or understanding with respect to the votingregistration of the offering, registration sale or disposition delivery of any equity interest in Merger Subof their respective Equity Interests.

Title to Equity Interests. (a) Upon the formation [Zabeel Investments Inc.] owns of Merger Sub on the Closing Date, APL Sub will have record and has good and valid title to the ▇▇▇▇▇▇ Equity Interest free and clear of any and all liens, charges and other encumbrances (“Liens”) and [Zabeel Investments (L.L.C.)] Seller owns of record and beneficial has good and valid title to 100% of the outstanding limited liability company membership interests in Merger SubShares, free and clear of any Liensand all Liens (in each case other than those arising under the US$70,000,000 term loan facility agreement dated as of May 8, except for Permitted Liens; 2008 by and upon consummation between, among others, U.S. Seller, as borrower, and the Bank, as original lender (including all annexes, exhibits and schedules thereto, and as from time to time amended, restated, supplemented or otherwise modified), which shall be released at the Closing. [text not relating to Acquired Securities omitted] Neither Seller has any right, title or interest in any equity securities or equity interests in [▇▇▇▇▇▇, Hotel IP or Hospitality IP] other than the Acquired Securities. Upon [Zabeel Investments Inc.’s] delivery of the Merger▇▇▇▇▇▇ Equity Interest and [Zabeel Investments (L.L.C.)] delivery of the Shares, APL Sub will have good and valid record and beneficial title to 100% of the outstanding limited liability company membership interest in ▇▇▇▇▇▇ Equity Interest and the Surviving CompanyShares, free and clear of any all Liens, except for Permitted Liens. (b) APL Operating other than restrictions on transfer under applicable state and federal securities laws or arising under the Amended and Restated Limited Liability Company Agreement of ▇▇▇▇▇▇ and the organizational documents and shareholder agreements of [Hotel IP and Hospitality IP] will pass to the respective designee of [Assignor] set forth in Section 2.2(b). Assignor has good and valid record and beneficial title assigned to 100% TLG-H all of its rights under the limited liability company membership interests of each of APL New YorkZabeel Agreement, APL Ohio and APL Pennsylvaniabut not any obligations, free and clear of any Liens, except for Permitted Liens. (c) APL Pennsylvania has good and valid record and beneficial title to 100% of the limited liability company membership interests of APL McKean, free and clear of any Liens, except for Permitted Liens. (d) Except for the Plan of Merger, there are no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate any of the Subject Entities to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in any of the Subject Entities, (ii) securities or obligations of any kind that are convertible into or exercisable or exchangeable for any equity interest in any of the Subject Entities, (iii) bonds, debentures or other evidence of indebtedness of any of the Subject Entities and (iv) voting trusts, proxies or other agreement or understanding with respect to the voting, registration or disposition of any equity interest in any acquisition of the Subject Entities. (e) Except for the Plan of MergerAcquired Securities, upon the formation of Merger Sub on the Closing Date, there will be no outstanding (i) options, warrants, subscriptions, put or call rights, preemptive including its rights or other rights to subscribe for or purchase, or any agreements, arrangements or commitments that would obligate Merger Sub to offer, issue, sell, redeem, repurchase, transfer, pledge or encumber any equity interest in Merger Sub, (ii) securities or obligations that are convertible into or exercisable or exchangeable for any equity interest in Merger Sub, (iii) bonds, debentures or other evidence of indebtedness of Merger Sub and (iv) voting trusts, proxies or other agreement or understanding with respect to the votingrepresentations and warranties set forth in clauses (A) through (D) above pursuant to the Contract Rights Assignment. To the knowledge of the Buyer Parties, registration or disposition the representations and warranties of the Sellers set forth in clauses (A) through (D) are not untrue, and the Buyer Parties have not taken any equity interest in Merger Subaction that would cause such representations and warranties to be untrue.