Title to Interests. Seller is the record and beneficial owner of the Interests free and clear of all Liens and restrictions on transfer other than Liens to be released prior to Closing pursuant to Section 2.4(d) and those arising pursuant to (i) this Agreement, (ii) the Charter Documents of the Acquired Companies or (iii) applicable securities Laws.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Par Pacific Holdings, Inc.)
Title to Interests. Seller owns, holds of record, and is the record and beneficial owner of the Subject Interests, free and clear of all Liens and restrictions on transfer other than those arising pursuant to (a) this Agreement or (b) applicable securities Laws. At the Closing, assuming all Company Consents have been obtained or made, Seller will deliver to Buyer the Subject Interests free and clear of all Liens and restrictions on transfer other than Liens to be released prior to Closing pursuant to Section 2.4(d) and those arising pursuant to (i) this Agreement, (ii) the Charter Documents of the Acquired Companies Agreement or (iii) applicable securities Laws.
Appears in 1 contract
Samples: Equity Capital Contribution Agreement (Stronghold Digital Mining, Inc.)
Title to Interests. Seller is the sole record and beneficial owner of the Interests free and clear of all Liens and other than restrictions on transfer other than Liens to be released prior to Closing pursuant to Section 2.4(d) arising under applicable federal and those arising pursuant to (i) this Agreement, (ii) the Charter Documents of the Acquired Companies or (iii) applicable state securities Laws.. Section 4.06
Appears in 1 contract
Samples: Membership Interests Purchase Agreement (Molina Healthcare Inc)
Title to Interests. Seller is the record and beneficial owner of the Interests Interests, free and clear of all Liens and or any other restrictions on transfer other than restrictions on transfer arising under applicable U.S. securities Laws. At the Closing, Seller shall transfer to Purchaser good and marketable title to the Interests, free and clear of all Liens to be released prior to Closing pursuant to Section 2.4(d) and those other than restrictions on transfer arising pursuant to (i) this Agreement, (ii) the Charter Documents of the Acquired Companies or (iii) under applicable U.S. securities Laws.
Appears in 1 contract
Samples: Participation Interest Purchase Agreement (BMB Munai Inc)
Title to Interests. Seller is the record and beneficial owner of the Membership Interests, free and clear of all Liens, other than Permitted Equity Liens, and will transfer and deliver to Buyer at the Closing valid title to such Membership Interests free and clear of all Liens and restrictions on transfer any Lien, other than Liens to be released prior to Closing pursuant to Section 2.4(d) and those arising pursuant to (i) this Agreement, (ii) the Charter Documents of the Acquired Companies or (iii) applicable securities LawsPermitted Equity Liens.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Southern Power Co)
