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. 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. (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”).
Title to Membership Interests. (a) The Borrower is the sole member of each of the Wholly Owned Holdcos and the Tax Equity Holdcos (or is the sole member of the Delaware limited liability company that owns certain Tax Equity Holdcos, as described on Schedule 5.03(e)) and shall have good and valid legal and beneficial title to all of the Membership Interests issued by such entities (directly or indirectly as described on Schedule 5.03(e)), 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 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.
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. Such Seller owns Membership Interests representing the Sharing Ratio listed opposite such Seller’s name on Exhibit A, free and clear of all Liens, other than agreements between the Sellers. At Closing, such Seller will convey to Purchaser good title to all of such Membership Interests, free and clear of all Liens (other than those arising from or resulting from actions or omissions of Purchaser or its Affiliates and assuming that each Seller enters into this Agreement and delivers the documents required hereunder).
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 Seller has good and valid title to all of the Membership Interests, free and clear of all Liens, and is the sole owner of the Membership Interests. The Membership Interests are not subject to any Contract restricting or otherwise relating to the voting, transfer or other disposition of such Membership Interests, other than restrictions on transfer imposed by applicable securities Laws and the Organizational Documents of the Seller and the Company.
Title to Membership Interests. (a) The Borrower is the sole member of each of the Wholly Owned Holdcos and the Tax Equity 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 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.
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.
