Title to Ownership Interests. Seller, directly or indirectly, owns one hundred percent (100%) of the Ownership Interests in each Owner, free and clear of any encumbrances, pledges, liens or security interests. Exhibit “A” accurately reflects the ownership structure of each Owner. None of Seller, PRI or any Owner has granted to any person or entity any options or other agreements of any kind, whereby any person or entity other than Buyer will have acquired or will have any right to acquire title to all or any portion of any Ownership Interests in any Owner. There are no options, subscriptions, warrants, calls, preemptive rights, rights of first refusal or other rights, commitments or arrangements, written or oral, outstanding with respect to the Ownership Interests or any unissued equity interests in the Owners or any security convertible into or exchangeable or exercisable for any equity interests in the Owners. Except for the Ownership Interests, there are no other equity, economic or beneficial interests in any Owner held by any person or entity.
Title to Ownership Interests. The Sellers shall be the sole record and beneficial owners of all of the equity interests (the “Membership Interests”) in the Limited Liability Companies, free and clear of any liens, claims, charging orders or encumbrances of any kind or nature (including any restrictions on the right to vote, assign or otherwise transfer such Membership Interests), and the Sellers will transfer and deliver to Buyer at Closing good, valid and marketable title to the Membership Interests free and clear of any such liens, claims, charging orders, encumbrances, limitations and restrictions. The Membership Interests shall constitute all outstanding Membership Interests in the Limited Liability Companies, and there shall be no outstanding options, warrants or other rights that would entitle any other Person to acquire any interest in the Limited Liability Companies. All such Membership Interests shall be duly authorized and validly issued, shall be fully paid and non-assessable and shall have no requirement for the owner thereof to make additional contributions to, or be liable for obligations of, the Limited Liability Companies, except as otherwise specifically provided in the applicable limited liability company agreement. All unpaid capital contributions in the Limited Liability Companies will be paid at or before the Closing.
Title to Ownership Interests. Each such Shareholder is the true and lawful owner, of record and beneficially, of the Ownership Interests set forth opposite the name of such Shareholder in each of the columns under the heading "Ownership Interests" on Exhibit A hereto. At the Closing, each Shareholder will validly transfer the Ownership Interests owned by him free and clear of all liens, security interests, pledges, assessments, charges, adverse claims, leases, licenses, restrictions and other encumbrances (collectively, "Liens"). Other than the rights and obligations arising under this Agreement, none of such Ownership Interests are subject to any rights of any other person to acquire the same. Except as disclosed in Section 2.1 of the Disclosure Schedules, none of such Ownership Interests are subject to any restrictions on transfer thereof, except for such restrictions as may be imposed by applicable federal and state securities laws.
Title to Ownership Interests. Delphi is the true and lawful owner, of record and beneficially, of the Ownership Interests. At the Closing, Delphi will validly transfer the Ownership Interests free and clear of any liens, security interests, pledges, assessments, charges, adverse claims, leases, licenses, restrictions and other encumbrances ("Liens"), other than any Liens on the Ownership Interests existing immediately prior to the transfer of the Ownership Interests to Delphi pursuant to the 1998 Stock Purchase Agreement. Other than the rights and obligations arising under this Agreement, none of such Ownership Interests are subject to any rights of any other person to acquire the same arising at or after the closing pursuant to the 1998 Stock Purchase Agreement. None of the Ownership Interests are subject to any restrictions on transfer thereof created by Delphi, except for such restrictions as may be imposed by applicable federal and state securities laws. Assuming the accuracy of the representations in Section 3.3 of the 1998 Stock Purchase Agreement at the time they were made, the Ownership Interests represent 100% of all of the outstanding capital stock and membership interests of the Companies, and there are no agreements or understandings, oral or written, to which Delphi is a party which (a) grant an option or right to acquire any equitable interest in either Company, (b) grant a right of first refusal or other such similar right upon the sale of any of the Ownership Interests or any other equitable interest in either Company, or (c) restricts or affects the voting rights of any of the Ownership Interests.
