Common use of Title to Partnership Interests Clause in Contracts

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.

Appears in 7 contracts

Samples: Acquisition Agreement (Outback Steakhouse Inc), Acquisition Agreement (Outback Steakhouse Inc), Acquisition Agreement (Outback Steakhouse Inc)

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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 PartnershipsPartnership. 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.

Appears in 1 contract

Samples: Acquisition Agreement (Outback Steakhouse Inc)

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