Title to Membership Interests. (a) Upon the consummation of the Distribution and Contribution Transactions on the Closing Date, the Borrower shall be the sole member of each of the Wholly Owned Opcos and the Holdcos, and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities, free and clear of all Liens other than Permitted Liens. All of such issued and outstanding Membership Interests have been duly authorized and validly issued and, upon the consummation of the Distribution and Contribution Transactions on the Closing Date, are owned of record and beneficially by the Borrower and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Membership Interests.
(b) [Reserved]
(c) Each Holdco has good and valid legal and beneficial title to all of the Managing Member Membership Interests in the applicable Tax Equity Opco held by it, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Managing Member Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by the Holdco identified in the Recitals and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Managing Member Membership Interests.
(d) The Pledgor is the sole member of the Borrower and has good and valid legal and beneficial title to all of the Borrower Membership Interests, free and clear of all Liens other than Permitted Liens. All of the issued and outstanding Borrower Membership Interests have been duly authorized and validly issued and, as of the Closing Date, are owned of record and beneficially by Pledgor and were not issued in violation of any preemptive right. There are no voting agreements or other similar agreements with respect to the Borrower Membership Interests.
(e) Other than pursuant to the Omnibus Distribution and Contribution Agreement, there are no outstanding options, warrants or rights for conversion into or acquisition, purchase or transfer of any of the Membership Interests. Except for (i) the call rights of the Holdcos under the Tax Equity Documents, with respect to the membership interests of the Tax Equity Members in the Tax Equity Opcos and (ii) the withdrawal right of [***] to Holdco XI under the Tax Equity Documents, in respect of [***] membership interests in Tenant XI, there are no...
Title to Membership Interests. At Closing, Purchaser will have good and marketable title to the Membership Interests, which at the Closing will be, free and clear of all options, warrants, pledges, claims, liens and encumbrances, and any restrictions or limitations prohibiting or restricting transfer to the Purchaser, except for restrictions on transfer as contemplated by applicable securities laws.
Title to Membership Interests. (a) Seller legally and beneficially owns the Units set forth opposite such Seller’s name under the column titled “Transferred Interests” on Exhibit A, including all governance and financial rights associated with such Units, free and clear of any and all liens, pledges, security interests, rights of first refusal, options, restrictions, encumbrances and liabilities of any kind whatsoever (other than Permitted Liens). Seller’s pro rata share of the Purchase Price is set forth opposite Seller’s name under the column titled “Pro Rata Percentage” on Schedule 3.3(a) (the “Pro Rata Percentage”).
(b) There are no outstanding agreements (other than the Company Agreement) with respect to the ownership or voting of any of the Transferred Interests owned by Seller. Seller is not in default under or in violation of any provision of the Company Agreement or the Company’s certificate of formation. Seller is not a party to any voting trusts or other agreements, arrangements or understandings applicable to the exercise of voting or any other rights with respect to any membership interests in the Company. Schedule 3.3(b) sets forth, with respect to each Seller, the Extended Seller Party for such Seller.
Title to Membership Interests. Holdco is the record and beneficial owner of all Membership Interests, free and clear of all Liens or any other restrictions on transfer other than restrictions on transfer arising under applicable securities Laws and Gaming Laws. Sellers are not party to any option, warrant, purchase right or other Contract (other than this Agreement) obligating Sellers to sell, transfer, pledge or otherwise dispose of Membership Interests. Sellers are not a party to any voting trust, proxy or other agreement or understanding with respect to Membership Interests.
Title to Membership Interests. The Transferor Membership Interests shall, as of the Closing Date, be transferred and assigned to the BRI Partnership, or its designees, respectively, and shall be free and clear of any liens, pledges and encumbrances of any kind whatsoever.
Title to Membership Interests. Seller owns beneficially and of record 50% of the issued and outstanding membership interests in Company. The Membership Interests constitute all of the issued and outstanding equity interests in Company that are owned by Seller or any of its Affiliates. The Membership Interests (i) are duly authorized, validly issued, fully paid and nonassessable; (ii) are free and clear of all Encumbrances (other than restrictions imposed on transfer under applicable federal and/or state securities Laws or regulations); (iii) are not subject to any agreements or understandings among any Persons with respect to the voting or transfer thereof; and (iv) other than this Agreement, are not subject to any outstanding subscriptions, options, convertible securities, warrants, calls or other securities granting rights to purchase or otherwise acquire any of such Membership Interests or any commitments or agreements of any character obligating Seller to transfer, redeem or exchange any of such Membership Interests or the beneficial interest thereto.
Title to Membership Interests. The Members own the Membership Interests of record and beneficially in the amounts set forth on Schedule 3.10(a), free and clear of any Liens, and upon completion of the Closing FAAC will own all of the issued and outstanding Membership Interests of the Company free and clear of any Liens.
Title to Membership Interests. Seller has good and marketable title to the Membership Interests free and clear of any Encumbrances. Seller has the full right, power and authority to transfer, convey and sell the Membership Interests to Buyer, and Bxxxx will acquire from Seller good and marketable title to the Membership Interests free and clear of all Encumbrances. Seller is not a party to, subject to or bound by any Order which would prevent the transfer, conveyance and sale of the Membership Interests to Buyer.
Title to Membership Interests. Seller is the record and beneficial owner of all Membership Interests, free and clear of all Liens or any other restrictions on transfer other than (i) restrictions on transfer arising under applicable securities Laws and Gaming Laws and (ii) Liens securing obligations under that certain Credit Agreement, dated as of April 28, 2016, by and among the Seller, as borrower, the subsidiaries of the Seller party thereto, as guarantors, the financial institutions party thereto as lenders, and JPMorgan Chase Bank, N.A., as administrative agent, which Liens will be released and terminated at or substantially concurrently with the Closing. Neither Seller nor any other Person is the record or beneficial owner of any membership, equity (including instruments convertible into equity) or other interest in any of the Companies, other than the Membership Interests. Upon the Closing, (a) Seller will deliver to Purchaser good, valid, and marketable title to all such Membership Interests, free and clear of any Liens (other than restrictions arising under applicable securities Laws or Gaming Laws), and (b) neither Seller nor any other Person (other than Purchaser) will own any of, or have any interest in, the Membership Interests or any interest in any of the Companies. Prior to the date hereof, Seller has not, and immediately prior to the Closing, Seller will not have, transferred any interest or right in the Membership Interests or in any Company to any Person or granted any other Person any option to purchase or any other rights of any nature whatsoever in or to any of the Membership Interests. Seller is not a party to any voting trust, proxy, or any other agreement with respect to the Membership Interests or any membership interest or stock in any Subsidiary of any Company. There are no warrants, options, calls, preemptive rights, subscriptions or other rights to acquire any equity or other interests in any of the Companies or any of their Subsidiaries.
Title to Membership Interests. (i) The Acquired Membership Interests being conveyed by Seller to Purchaser pursuant to Section 2.1 were, immediately prior to such conveyance, held directly or beneficially by Seller and are being conveyed to Purchaser free and clear of any Lien, claim, pledge, encumbrance, restriction on transfer (other than any restrictions on Purchaser’s ability to transfer the Acquired Membership Interests under the Operating Agreements and federal and state securities laws), security interest, option, warrant, purchase right or other contract or commitment (other than the Operating Agreements). Seller is not a party to any voting trust, proxy or other agreement or understanding with respect to the voting of the Acquired Membership Interests, except for the Operating Agreements.
(ii) Except as shown in Schedule 3.1(d), EWR holds, beneficially and of record, a 35% membership interest in Lost Creek, and EPR holds, beneficially and of record, a 33.33% membership interest in Fort Union, in each case, free and clear of any Lien, claim, pledge, encumbrance, security interest, option, warrant, purchase right or other contract or commitment (other than as provided in the Fort Union Operating Agreement, the Lost Creek Operating Agreement).
(iii) Except as shown in Schedule 3.1(d), EMS holds, beneficially and of record, ten percent (10%) of the common membership interests, and twenty percent (20%) of the Preferred A Units, in Bighorn, free and clear of any Lien, claim, pledge, encumbrance, security interest, option, warrant, purchase right or other contract or commitment (other than as provided in the Amended and Restated Limited Liability Company Operating Agreement of Bighorn, as amended).
