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. 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. (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.
(b) 129Voss (i) is the record and beneficial owner and (ii) has good and valid title to the 128 Membership Interest, free and clear of any and all Liens. Voss128 has complied with all applicable laws in connection with the issuance of the 128 Membership Interest. The 128 Membership Interest was not issued in violation of any contract or agreement binding upon Seller or 128Voss.
(c) The consummation of the transactions contemplated hereby will transfer to Purchaser good and valid title to the Xxxx Membership Interest, free and clear of any and all Liens.
Title to Membership Interest. Upon transfer of the Membership Interest to the Buyer and upon delivery by the Buyer to the Seller of the Purchase Price in full in accordance with this Agreement, the Buyer will receive the Membership Interest free and clear of any Encumbrances.
Title to Membership Interest. Seller has good title to the Membership Interest, free from all liens, mortgages, pledges, security interests, and other encumbrances. Contemporaneously with the Closing, Seller will deliver to Buyer an Assignment of Membership Interest endorsed to Buyer, in form and substance reasonably satisfactory to Buyer and annexed hereto as Exhibit A.
Title to Membership Interest. (a) 109 Wagon Wheel (i) is the record and beneficial owner and (ii) has good and valid title to the 106 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 106 Membership Interest. The 106 Membership Interest was not issued in violation of any contract or agreement binding upon Seller, 109 Wagon Wheel or the Project Owner.
(b) 108 Wagon Wheel (i) is the record and beneficial owner and (ii) has good and valid title to the 109 Membership Interest, free and clear of any and all Liens. 109 Wagon Wheel has complied with all applicable laws in connection with the issuance of the 109 Membership Interest. The 109 Membership Interest was not issued in violation of any contract or agreement binding upon Seller or 109 Wagon Wheel.
(c) The consummation of the transactions contemplated hereby will transfer to Purchaser good and valid title to the Wagon Wheel Membership Interest, free and clear of any and all Liens.
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.
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. 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. Such Member is the sole, legal and beneficial owner of such Member’s Membership Interest free and clear of all Liens, other than those that customarily arise under applicable securities Laws.
