Title to Interest. Assignor has good, marketable and unencumbered title to the Interest. The Interest has not otherwise been conveyed, sold, transferred, encumbered, pledged, hypothecated or assigned.
Title to Interest. (a) The Contributor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any of the properties held by the Partnership (each, a "Property") or encumbrances arising under the Partnership Agreement pursuant to which the Interest was issued (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interest and, upon delivery of a Contribution and Assumption Agreement by the Contributor conveying its Interest and delivery of the Consideration by the Operating Partnership for such Interest as herein provided, the Operating Partnership will acquire, as a contribution to its capital, good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby.
(b) The Interest has been validly issued and the Contributor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership that are required to be funded or advanced prior to the date hereof and the Closing.
(c) There are no agreements, instruments or understandings with respect to the Interest except as set forth in the Partnership Agreement.
(d) No Permitted Pledge will be in existence as of the date of the Closing, and the Contributor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request.
(e) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Contributor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership.
Title to Interest. 4 3.2 Organization; Authority; No Conflicts........................................... 5 3.3 Litigation...................................................................... 6 3.4
Title to Interest. The Shareholder, will be, following the Effective Date of the Merger, (a) the record owner of the Interest free and clear of any proxy or voting restriction other than pursuant to this Agreement and (b) will have during the Term, sole voting power with respect to the Interest.
Title to Interest. The only issued and outstanding equity of the Company consists of the Interest. The Interest has been duly authorized, is validly issued, fully paid and non-assessable. Seller is the sole record and beneficial owner of the Interest, has good, valid and marketable title to the Interest, free and clear of all Liens and has the power and authority to sell, transfer, assign and deliver the Interest as provided in this Agreement. Upon consummation of the transactions contemplated by this Agreement, Buyer shall be the record and beneficial owner of the Interest and have good, valid and marketable title to the Interest, free and clear of all Liens. No other person has any right, title or interest in the Company. Seller has never sold, conveyed, pledged, assigned, transferred or otherwise encumbered all or any portion of the Interest. Except as created by this Agreement, Seller has not granted or conveyed any outstanding rights or options to any person or entity to acquire any ownership interest in the Interest or the Company. Seller has not incurred any obligations or liabilities or entered into any contract, pledge or agreement that would be binding upon or affect the Interest or the Company after the Interest Closing. “Lien” means any mortgage, lien, pledge, encumbrance, security interest, deed of trust, option, encroachment, reservation, order, decree, judgment, condition, restriction (including, in the case of real property, easements, rights of way, covenants, leases, licenses, zoning and setback requirements and other variances, but not including restrictions imposed by securities laws), charge, claim or other third-party rights of any kind in the nature of the foregoing.
Title to Interest. Prior to the conversion and/or exchange of the Securities into the Common Shares, the Seller has not sold, transferred, pledged or otherwise disposed of, or converted or exchanged, or granted any option or other right with respect to, any of the Securities and Seller has good and marketable title to the Securities free and clear of all Liens. Upon conversion of the Securities into the Common Shares, Seller will have good and marketable title to the Common Shares, Seller will not have sold, transferred, pledged or otherwise disposed of, or converted or exchanged, or granted any option or other right with respect to the Common Shares and Seller will convey to Buyer good, valid and marketable title to the Common Shares free and clear of all Liens.
Title to Interest. LTV-W has valid title to the GP Interest being sold to MSCWC pursuant to this Purchase Agreement, and LTV Steel has valid title to the LTV Steel Coating Agreement being assigned to MSCWC pursuant to this Purchase Agreement. Upon compliance with the procedures specified in the Order that are applicable to the Transactions, the assumption of the Amended Partnership Agreement by LTV-W and the LTV Steel Coating Agreement by LTV Steel, including in each case all amendments thereto, LTV Steel and LTV-W will have the right to transfer and assign all of their respective interests in the Partnership, including without limitation the GP Interest and Line Time Access, to MSCWC, in each case free and clear of all liens, charges and encumbrances.
Title to Interest. Seller owns all right, title and interests (legal and beneficial) in and to the Portfolio Property as of the date hereof and, as to each such Interest to be transferred to Buyers at an applicable Closing, as of the applicable Closing Date of such Closing, free and clear of all Liens other than Investment Liens and restrictions under federal and state securities laws. Except as otherwise required in Paragraph 12, upon delivery of the applicable Interests to a Buyer and payment to Seller of the Closing Payments applicable thereto, Buyers will acquire good and marketable title to such Interests free and clear of all Liens other than (i) Investment Liens pertaining to any Buyer and restrictions under federal and state securities laws and (ii) any Liens created by Buyer. Seller acquired each Interest through a primary issuance of such security by the corresponding Partnership (i.e., not through a transfer or secondary market acquisition of such security).
Title to Interest. CORR has good and marketable title to the Interest free of liens, charges or encumbrances of any nature whatsoever.
Title to Interest. Seller is the sole record and beneficial owner of Seller’s Interest, free and clear of all liens, claims, pledges, security interests and other encumbrances of any kind or nature whatsoever (whether arising by contract, operation of law or otherwise), other than the terms and provisions of the LLC Agreement, which Seller understands is being amended and restated by Purchaser effective as of the Closing. Seller is not a party to any option, warrant, or other security, agreement or commitment of any character that could require Seller to sell, transfer, or otherwise dispose of Seller’s Interest to any person other than Purchaser.
