Title to Partnership Interest. Section 7.3 of the Disclosure Schedule correctly and completely sets forth the percentage Partnership Interest in the Partnerships owned by each EBF Seller as of the date hereof. The Partnership Interest owned by each such EBF Seller is free and clear of all Liens. There are no agreements or commitments to which any EBF Seller is a party obligating such EBF Seller to deliver or sell, or cause to be delivered or sold, the Partnership Interest owned by such EBF Seller or granting or obligating such EBF Seller to grant, extend, or enter into any option, right of first refusal, or other similar agreement or commitment with respect to the Partnership Interest owned by such EBF Seller.
Title to Partnership Interest. Section 8.3 of the Disclosure Schedule correctly and completely sets forth the percentage Partnership Interest in the Partnerships owned by each KAB/ABS Seller as of the date hereof. The Partnership Interest owned by each such KAB/ABS Seller is free and clear of all Liens. There are no agreements or commitments to which any KAB/ABS Seller is a party obligating such KAB/ABS Seller to deliver or sell, or cause to be delivered or sold, the Partnership Interest owned by such KAB/ABS Seller or granting or obligating such KAB/ABS Seller to grant, extend, or enter into any option, right of first refusal, or other similar agreement or commitment with respect to the Partnership Interest owned by such KAB/ABS Seller.
Title to Partnership Interest. Seller has good title to the Partnership Interest, free from all liens, mortgages, pledges, security interests, and other encumbrances.
Title to Partnership Interest. At closing, the Seller shall have authority and ability to convey to the Buyer and shall have taken all necessary corporate action to convey good and indefeasible title to the Partnership Interest, free and clear of all covenants, restrictions, reversions, remainders, or interests of others, and all liens, pledges, charges or encumbrances of any nature whatsoever.
Title to Partnership Interest. At closing, PRC-St. Regis shall have authority and ability to convey to the Buyer and shall have taken all necessary corporate action to convey good and indefeasible title to the Partnership Interest, free and clear of all covenants, restrictions, reversions, remainders, or interests of others, and all liens, pledges, charges or encumbrances of any nature whatsoever, including, but without limitation, the pledge of PRC-St. Regis' interest in the Partnership as security for PRC-St. Regis' and/or President Riverboat Casino, Inc.'s (or its successors' or assigns') obligations under the $100,000,000 in principal amount of 13% Senior Notes due 2001 issued by President Riverboat Casino, Inc. to United States Trust Company of New York, as collateral agent, for the ratable benefit of the holders of the Senior Notes.
Title to Partnership Interest. Each Partner represents and warrants, severally and not jointly, and solely on behalf of such Person individually, to Merger Sub and ACI that: (i) Partner owns the Partnership Interest set forth on Schedule 3.1.2 hereto beneficially and of record, free and clear of any and all Liens, and has full power and authority to convey the Partnership Interest, free and clear of any and all Liens, and, upon delivery of the Assignment by Partner conveying its Partnership Interest and payment for such Partnership Interest as herein provided, Merger Sub (or its designee) will acquire good and marketable title thereto, free and clear of any and all Liens; and (ii) Partner's Partnership Interest has been duly and validly issued and Partner has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership that are required by the Partnership Agreement to be funded or advanced prior to the date hereof and the Closing Date.
Title to Partnership Interest. 35 6.04 Brokerage.................................................................................... 35 6.05
Title to Partnership Interest. Each Current Owner owns ----------------------------- beneficially and of record and has good and marketable title to the partnership interest of the Company as set forth opposite such Current Owner's name on the Capitalization Schedule. After the Closing, AIM will own beneficially and have ----------------------- good and marketable title, free and clear of all Liens, to all of the Class A Preferred Units, 17.82% of the Common Units of Holdings and 18% of the membership interests of ACR Mgmt.
Title to Partnership Interest. The Contributing Partner owns ----------------------------- beneficially and of record, free and clear of any voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment or purchase rights (collectively "Encumbrances") its partnership ------------ interest in FYA.
Title to Partnership Interest. It owns the Partnership Interest registered in its name free and clear of any Security Interest other than Security Interest permitted by Section 9.1. Each Special Partner hereby covenants and agrees that it shall not change its status under Sections 7.1(b) and 7.1(g) as represented and warranted herein, shall promptly provide evidence of its status under Section 7.1(b) to the General Partner upon reasonable request and shall not Transfer its Partnership Interest or any part thereof to any Person which would be unable to make the representations and warranties set forth in this Section 7.1.
