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. 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. 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. 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. 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. Annexed hereto as Schedule 5.1 and made a part hereof is a complete and correct list of the ownership interests in the Bay Club Partnerships. Each of the Partners holds the percentage interest set forth opposite such Partners' name free and clear of all security interests, liens, adverse claims, pledges, options, rights of first refusal, agreements, limitations on voting rights, charges and other encumbrances of any nature whatsoever. There are no options, warrants, agreements, conversion or exchange rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire ownership interests in any of the Bay Club Partnerships, or restrictions on the voting or transfer of such interest. All interests in all of the Bay Club Partnerships have been issued in compliance with all applicable laws, including Federal and state securities laws.
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. All of the Partnership Interests are currently owned and as of the Closing will be owned beneficially by the Transferors as set forth in Recital B hereto. The Transferors own the Partnership Interests free and clear of all liens, charges, encumbrances, claims, rights of others, mortgages, pledges or security interests, and the Partnership Interests are not subject to any agreements or understandings among any persons with respect to the voting or transfer thereof. The Transferors each have full legal right to sell, assign, and transfer the Partnership Interests and, upon delivery of the Assignment pursuant to the terms hereof, good and marketable title to the Partnership Interests free and clear of any liens, charges, encumbrances, pledges, security interests, taxes, claims or rights of others of any nature whatsoever shall vest in GPLP.
Title to Partnership Interests. Sellers own the legal title to and the beneficial ownership of all the Partnership Interests free and clear of all Encumbrances, including, without limitation, any agreement, understanding or restriction affecting the voting rights or other incidents of legal title or beneficial ownership pertaining to the Partnership Interests. Except as set forth on Schedule 4.2, there are no restrictions, approvals or covenants regarding the voting or transfer of any Partnership Interests to Buyer and the substitution of Buyer as a limited partner in the Partnerships pursuant to the Partnership Agreements or any agreement or other instrument to which either Seller is a party or by which either Seller is bound. Upon consummation of the transactions contemplated by this Agreement, Sellers will transfer the Partnership Interests to Buyer, free and clear of all Encumbrances.
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.
