Common use of Title to Membership Interests Clause in Contracts

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.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Cantel Medical Corp)

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Title to Membership Interests. The Seller is the sole member of Company and is the record owner of and has good and valid title to the Membership Interests and sole and unrestricted voting power and power of disposition with respect to all of the Membership Interests. Seller has the power, authority and legal capacity to sell, transfer, assign and deliver the Membership Interests as provided in this Agreement, and upon consummation of the Transaction, such sale, transfer, assignment and delivery to Buyer, Buyer will acquire good and valid title to all of the Membership Interests, Interests free and clear of from 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 Liens 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.than:

Appears in 1 contract

Samples: Membership Interests Purchase Agreement (Eclipse Resources Corp)

Title to Membership Interests. The Seller has good is the sole legal and valid title to all beneficial owner of the Membership InterestsInterests with full power and authority to convey the Membership Interests free and clear of any Encumbrance and, upon delivery of and payment for the Membership Interests as herein provided, the Buyer will acquire good and marketable title thereto, free and clear of all Liensany Encumbrance. No third party, and is the sole including, without limitation, any former owner of any capital stock of the Seller or the Property Manager, has the basis for any claims against 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 or the CompanyProperty Manager in connection therewith.

Appears in 1 contract

Samples: Securities Purchase and Sale Agreement (American Realty Capital Trust, Inc.)

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Title to Membership Interests. The Seller has good and valid title to owns all of the Membership Interests, beneficially and of record, 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, Liens (other than the restrictions on transfer imposed by applicable securities Laws and set forth in the Organizational Documents limited liability company agreement of the Seller General Partner and the Companyunder applicable Law).

Appears in 1 contract

Samples: Purchase Agreement and Agreement and Plan of Merger (Amsurg Corp)

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