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.
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Nobilis Health Corp.), Membership Interest Purchase Agreement (Nobilis Health Corp.), Membership Interest Purchase Agreement (Nobilis Health Corp.)
