Title to LLC Interests Sample Clauses

Title to LLC Interests. Seller has good and valid record and beneficial title to the LLC Interests, free and clear of any and all Liens. Upon the Closing, the General Partner will acquire good title to all of the issued and outstanding Contributable LLC Interests, free and clear of any Liens, other than any Liens created by the General Partner. Upon the Closing, Buyer will acquire good title to all of the issued and outstanding Other LLC Interests, free and clear of any Liens, other than any Liens created by Buyer.
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Title to LLC Interests. Sellers have, and will have on the Closing Date, good and valid title to the LLC Interests, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, charges or encumbrances of any nature whatsoever, perfected or unperfected (collectively “Liens”). The LLC Interests are not subject to any restrictions with respect to the transferability thereof, except those restrictions contained in the LLC Operating Agreement. Sellers have complete and unrestricted power and right to sell, assign, convey and deliver the LLC Interests to Buyer as contemplated hereby. On the Closing Date, Buyer will receive good and valid title to all the LLC Interests, free and clear of all Liens of any nature whatsoever.
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Title to LLC Interests. Seller has good and marketable title to the LLC Interests, free and clear of all liens, claims, encumbrances and restrictions, legal or equitable, of every kind, except for restrictions on transfer imposed by federal or state securities laws. Subject to satisfaction of the conditions to the Closing described in Sections 7.2, 7.3 and 8.11, Seller has full and unrestricted legal right, power and authority to sell, assign and transfer the LLC Interests pursuant hereto without obtaining the consent or approval of any other person or entity, and the delivery of the Assignment of Membership Interests to Buyer pursuant to Section 8.3 will transfer valid title thereto, free and clear of liens, encumbrances, claims and restrictions of every kind, except for restrictions on transferability imposed by federal and state securities laws.
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Title to LLC Interests. (a) Holdco owns, beneficially and of record, free and clear of any claim, lien (including tax liens), option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, “Encumbrances”) the LLC Interests, (b) Holdco has full power and authority to convey free and clear of any Encumbrances, the LLC Interests, and (c) upon delivery of an assignment by Holdco conveying its portion of the LLC Interests and payment therefor by the Operating Partnership, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, in each case, except (i) Encumbrances created in favor of the Operating Partnership, (ii) Encumbrances that are extinguished at or prior to Closing, and (iii) Encumbrances listed on Exhibit A hereto (collectively, the “Permitted Encumbrances”).
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Title to LLC Interests. Seller has, and will have on the Closing Date, good and valid title to the LLC Interests, free and clear of all Liens. The LLC Interests are not subject to any restrictions with respect to the transferability thereof, except those restrictions contained in the LLC Operating Agreement. Subject to the consent of OSI, which is given hereunder, Seller has complete and unrestricted power and right to sell, assign, convey and deliver the LLC Interests to Buyer as contemplated hereby. On the Closing Date, assuming that Buyer performs its obligations hereunder (including the payment in full of the Purchase Price of the LLC Interests pursuant to Section 1.2), Buyer will receive good and valid title to all the LLC Interests, free and clear of all Liens other than those created or permitted by Buyer.
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Title to LLC Interests. Seller has, and will have on the Closing Date, good and valid title to the LLC Interests, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, charges or encumbrances of any nature whatsoever, perfected or unperfected (collectively “Liens”). The LLC Interests are not subject to any restrictions with respect to the transferability thereof, except those restrictions contained in the LLC Operating Agreement. Subject to the consent of OSI, which is given hereunder, Seller has complete and unrestricted power and right to sell, assign, convey and deliver the LLC Interests to Buyer as contemplated hereby. On the Closing Date, Buyer will receive good and valid title to all the LLC Interests, free and clear of all Liens of any nature whatsoever.
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Related to Title to LLC Interests

  • Title to Interests Each Contributor owns its respective Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which any Contributor is a party relating to the sale, purchase or redemption of any of such Contributor’s respective Interests. Upon delivery to the Purchaser on the Closing Date of each Contributor’s respective Interests as contemplated by this Agreement, such Contributor will thereby transfer to the Purchaser good and marketable title to such Interests, free and clear of all Liens.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Assets The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

  • Title to the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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