Title to Partnership Interests. Seller has, and has transferred to Buyer, good and valid title to the Partnership Interests, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, charges or encumbrances of any nature whatsoever, perfected or unperfected (collectively “Liens”). None of the Partnership Interests are subject to any restrictions with respect to the transferability thereof, except those restrictions contained in the Agreements of Limited Partnership of the Partnerships. Seller has complete and unrestricted power and right to sell, assign, convey and deliver the Partnership Interests to Buyer as contemplated hereby. Buyer has received good and valid title to all the Partnership Interests, free and clear of all Liens of any nature whatsoever. Seller shall defend Buyer’s title to the Partnership Interests against any and all claims.
Title to Partnership Interests. Each Seller is a partner in the Partnership and is the owner of all right, title and interest in and to that percentage of Partnership Interests set forth next to the Seller's name on Schedule 3.02, free and clear of any and all claims, liens and encumbrances of any kind or nature, except as set forth in Schedule 4.01 and except for restrictions expressly set forth in the Partnership Agreement; provided that all of the foregoing restrictions shall have been either waived or satisfied prior to Closing.
Title to Partnership Interests. The Companies have legal and beneficial ownership of the Partnership Interests, free and clear of all liens, claims, charges and encumbrances (collectively, "Liens") other than Liens related to indebtedness of the Partnerships.
Title to Partnership Interests. Such Partner is the legal and valid owner and, in the case of the Transferors, the direct and record owner of, and, except as set forth on Schedule 3.2(c), has good and valid title, free and clear of any Liens or Restrictions to, its Partnership Interest or, in the case of the Transferors, the shares of Company Class A Common Stock owned by it and set forth on Schedule 2.2(b). Such Partner's allocable interest in the total number of shares of Company Class A Common Stock and the Warrants owned by the Partnership is set forth on Schedule 2.2(a) in the case of Cash Electing Partners (which term shall for purposes of this Section 3.3 include Transferor III) and Schedule 2.2(b) in the case of Share Electing Partners (which term shall for purposes of this Section 3.3 include Transferor I and Transferor II).
Title to Partnership Interests. All of the issued and outstanding partnership interests in the Company are owned only by the Sellers or by their respective trustees or beneficiaries, as applicable, in the respective amounts and as set forth on SCHEDULE 1.1 hereto, are duly authorized and validly issued, and are free of all Liens (as defined in SECTION 7.3) other than restrictions on transfer imposed under applicable securities law and restrictions arising under the terms of the partnership agreement of the Company ("PERMITTED PARTNERSHIP INTEREST RESTRICTIONS"). Upon delivery by the Sellers of the Company Interests to the New Partners at the Closing against payment of the purchase price thereof, the Sellers will convey, and the New Partners will receive, good and valid title to all the Company Interests (including, without limitation, all legal and beneficial title, rights and interests therein), free and clear of all Liens or contractual restrictions or limitations whatsoever other than Permitted Partnership Interest Restrictions and Liens arising from the contracts or actions of TSI.
Title to Partnership Interests. Sellers own beneficially and of record the Partnership Interests, free and clear of all liens, claims, restrictions and encumbrances whatsoever except those set forth in the Partnership Agreements and, upon payment by Buyer of the Purchase Price to Sellers, Buyer will acquire good title to the Partnership Interests, free and clear of all liens, charges, claims, options, pledges, restrictions and encumbrances whatsoever except those set forth in the Partnership Agreement.
Title to Partnership Interests. Subject to the distribution of any Distributed Partnership Interests to a Distributed Interest Transferor Party in connection with an Investment Entity Transaction, the PMB Member is the legal, record and beneficial owner of the membership interests in the Partnership held by the PMB Member and reflected in the JV Agreement, and has title thereto, free and clear of any liens, encumbrances, security agreements, equities, pledges, assessments, options, claims, charges, conditions or restrictions, other than any restrictions under the Act, any state securities laws or those created or evidenced by this Agreement, the JV Agreement or the Loan Obligations.
Title to Partnership Interests. The NHP Member is the legal, record and beneficial owner of the membership interests in the Partnership held by the NHP Member and reflected in the JV Agreement, and has title thereto, free and clear of any liens, encumbrances, security agreements, equities, pledges, assessments, options, claims, charges, conditions or restrictions, other than any restrictions under the Act, any state securities laws or those created or evidenced by this Agreement, the JV Agreement or the Loan Obligations.
Title to Partnership Interests. Such Seller has good and valid title to the Partnership Interests attributed to such Seller in Recital B above, free and clear of any and all Liens, other than those Liens held by the Bank that shall be fully discharged immediately upon receipt of the Purchase Price by the Bank. Except as provided in the Partnership Agreement or as contemplated by this Agreement, no person has any right, agreement or understanding (whether by option, warrant, call, commitment, conversion, exchange, plan or otherwise) with respect to the acquisition, purchase, sale, transfer or assignment of the Partnership Interests or any portion thereof, and the consummation of the transfer of the Partnership Interests shall not conflict with or result in a default under any instrument or other agreement to which either Seller is a party. Upon transfer of the Partnership Interests to the Purchasers and payment of the Purchase Price as contemplated by this Agreement, the Purchasers will have good and valid title to the Partnership Interests, free and clear of any and all Liens.
Title to Partnership Interests. Each limited and general ------------------------------ partner listed on Exhibits B and E is the beneficial and record owner of all ---------------- of the limited and general partnership interests of the Real Estate Partnerships and Existing Operating Partnerships in the manner described in Exhibits B and E, and except as to the limited partnership interest of ---------------- Investors Associated in the Arboretum I Limited Partnership (as to which no representation is made unless the same is acquired as contemplated by Section 2.2(a)(iii) above), has good and marketable title thereto, free and clear of any liens, encumbrances, security agreements, equities, pledges, assessments, options, claims, charges, conditions, and restrictions, other than those created or evidenced by this Agreement.
