Title to Membership Interest. The sale and delivery of the Membership Interest to the Buyers pursuant to this Agreement shall vest in the Buyers legal and valid title to the Membership Interest, free and clear of all security interests, mortgages, pledges, conditional sales agreements, or other liens or encumbrances (collectively, "Encumbrances"), other than Encumbrances created by the Buyers.
Title to Membership Interest. Each of the Members is the legal and beneficial owner of the TPC Membership Interests and AIC Membership Interests to be transferred to the Company by such Members as set forth opposite each Member's name in Schedule II hereto, and upon consummation of the Share Exchange contemplated herein, the Company will acquire from each of the Members good and marketable title to the TPC Membership Interests and AIC Membership Interests, free and clear of all liens excepting only such restrictions hereunder upon future transfers by the Company, if any, as may be imposed by applicable law. The information set forth on Schedule II with respect to PRHL is accurate and complete.
Title to Membership Interest. (a) 128Voss (i) is the record and beneficial owner and (ii) has good and valid title to the 127 Membership Interest, free and clear of any and all Liens. The Project Owner has complied with all applicable laws in connection with the issuance of the 127 Membership Interest. The 127 Membership Interest was not issued in violation of any contract or agreement binding upon Seller, 128Voss or the Project Owner.
Title to Membership Interest. The assignment and contribution of the Membership Interests to the Assignee pursuant to this Agreement will vest in the Assignee legal and valid title to such Membership Interests, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”) other than Encumbrances under the LLC Agreement and applicable securities laws.
Title to Membership Interest. United is the record and beneficial owner of and has good and valid title to the Bridgeport Energy Membership Interest and the NC Design Membership Interest, in each case, free and clear of all claims, liens, pledges, charges, restrictions and encumbrances of any nature, other than restrictions set forth in the Bridgeport LLC Agreement or the NC Design LLC Agreement. United has full right, power and authority to transfer the Bridgeport Membership Interest and the NC Design Membership Interest to Duke Bridgeport, and, upon delivery of the Assignment, Duke Bridgeport will acquire the legal, valid and indefeasible title to the Bridgeport Membership Interest and the NC Design Membership Interest, free and clear of all claims, liens, pledges, charges, restrictions and encumbrances of any nature, other than restrictions set forth in the Bridgeport LLC Agreement or the NC Design LLC Agreement.
Title to Membership Interest. (a) Since the date of formation of the Company, as evidenced by the initial filing of the Certificate of Formation of the Company with the Delaware Secretary of State, the Seller is and has been the sole owner and holder of the Membership Interest: Upon payment of the Purchase Price therefor pursuant to this Agreement, the Purchaser will receive good and marketable title to the Membership Interest, constituting 100% of the outstanding membership interests and economic interests of the Company, free and clear of all liens, options, encumbrances and restrictions of any kind or nature whatsoever other than restrictions imposed by federal and state securities laws with respect to the transfer of the Membership Interest.
Title to Membership Interest. The Membership Interest have been duly issued and are fully vested in Seller; and Seller has the right to sell, assign and transfer the Membership Interest pursuant to this Agreement, and the Membership Interest transferred pursuant to this Agreement constitute all of Seller’s right, title, and interest as a member of the Company. Seller has the power to enter into and perform this Agreement and this Agreement constitutes a valid, binding and enforceable obligation of Seller. Seller has and at the Closing will convey to Purchaser good and clear record and marketable title to the Membership Interest, free and clear of all encumbrances, including without limitation, liens, claims, security interests, judgements voting trusts or shareholder agreements, proxies and marital or community property interests. Seller has not heretofore transferred, assigned, encumbered, or granted a security interest in the Membership Interest, nor assigned the proceeds due Seller therefrom.
Title to Membership Interest. TD Legacy has good and marketable title to the Membership Interest, free and clear of any mortgages, pledges, liens, encumbrances, charges, security interests, or restrictions on transfer.
Title to Membership Interest. The Undersigned has good and valid title to the Membership Interest beneficially and of record, free and clear of all liens, claims, and encumbrances of any kind or nature. Further, the Membership Interest is not the subject of any pledge, mortgage, hypothecation or other encumbrance of any kind or nature.
Title to Membership Interest. Each Controlling Member and each Member (other than the Controlling Member) to the Knowledge of the Controlling Members, owns beneficially and of record, free and clear of any Encumbrances the Membership Interest set forth opposite such Member's name in the Company Disclosure Schedule, and has the unrestricted right, power and authority to sell, assign, transfer and deliver the Membership Interest to the Company in exchange for such Member's allocable share of the Acquisition Consideration as set forth herein.
