Title to Purchased Units. The applicable Seller Subsidiary of such Seller is the holder of record and beneficially owns the aggregate number of each class of Purchased Units set forth opposite such Seller Subsidiary’s name in Schedule 2.1 and has good and valid title to such Purchased Units, free and clear of all Encumbrances (other than those created under the terms of this Agreement, set forth in the Certificate of Formation or the LLC Agreement and under applicable securities Laws). Upon the acquisition of the Purchased Units hereunder, Purchaser will acquire good and valid title to such Purchased Units. When sold and delivered to Purchaser in accordance with this Agreement, such Purchased Units will be duly authorized, validly issued, fully-paid, nonassessable and free and clear of all Encumbrances (other than those created under the terms of this Agreement, set forth in the Certificate of Formation or the LLC Agreement and under applicable securities Laws, and other than those placed thereon by Purchaser or otherwise applicable solely to Purchaser or its assets).
Title to Purchased Units. Such Seller is the owner of the Purchased Units to be sold by it pursuant to this Agreement and owns the Purchased Units free from all taxes, liens, claims, encumbrances, charges, security interests, pledges, escrows, lock-up arrangements and restrictions on transfer (except for restrictions or limitations on transfer imposed by applicable federal or state securities laws and the requirement that the Purchaser execute and deliver joinders to the applicable partnership and limited liability company agreements) (“Claims”). The Purchased Units (other than the GP Units) to be sold by the Seller are issued in book-entry form by the Company’s transfer agent. The GP Units to be sold by the Seller are not in certificated form, and are evidenced by the Second Amended and Restated Limited Liability Company Agreement for Rhino GP dated November 15, 2013. Such Seller has good and valid title to the Purchased Units. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which such Seller is bound relating to its sale or transfer of the Purchased Units, and, other than this Agreement, the Purchased Units are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of the Purchaser to sell or transfer the Purchased Units. Delivery to the Purchaser of the Purchased Units purchased by the Purchaser will (i) pass good and marketable title to the Purchased Units to the Purchaser, free and clear of all Claims (assuming that the Purchaser is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code regardless whether such section is applicable), and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Units. No representations are made hereunder or otherwise in this Agreement as to the effect of the vesting, forfeiture and other terms of 60,976 Common Units granted pursuant to certain stock incentive plans and grant agreements (the “RSUs”) and which are subject to vesting and forfeiture in certain circumstances that may include a sale of the Sellers’ interest in Rhino GP.
Title to Purchased Units. At the Closing, the Buyer will acquire good, valid and marketable title to the Purchased Units free and clear of any Encumbrances, other than Encumbrances created by the Buyer. The Purchased Units are validly issued, fully paid and nonassessable. The Purchased Units constitute all of the issued and outstanding Series J Units held by the Seller. There are no outstanding obligations, options, warrants, convertible securities or other rights, agreements, arrangements, obligations or commitments of Seller of any kind relating to the Purchased Units. There are no agreements or understandings in effect with respect to the voting or transfer of any of the Purchased Units.
Title to Purchased Units. The Purchased Units set out opposite the Vendor’s name in Exhibit A are owned by the Vendor as the beneficial and record owner with good and valid title to the Purchased Units, free and clear of all Liens other than those restrictions on transfer, if any, stated in the Operating Agreement. On Closing, the Purchaser will acquire good and valid title to the Purchased Units being purchased from the Vendor, free and clear of all Liens.
Title to Purchased Units. Such Company Seller is the sole lawful record and beneficial owner of the Purchased Units set forth next to such Company Seller’s name on Section 4.03
Title to Purchased Units. Each Seller holds and has good and valid title to the Purchased Units free and clear of any Encumbrances and, in the case of any Seller that is a trust, any claims under such trust by any beneficiary thereunder or any other Person, and is the record and beneficial owner thereof. At the Closing, Purchaser shall acquire good, valid and marketable title to the Purchased Units from such Seller, free and clear of any and all Encumbrances.
Title to Purchased Units. As of the date hereof, Seller is the lawful, sole record and beneficial owner of the Company Units free and clear of all Liens (other than Liens (a) arising under the Securities Act and applicable state securities laws, or (b) created or incurred by, or at the direction of, Buyer). Seller is the lawful, sole record and beneficial owner of the Purchased Units and will deliver at the Closing the Purchased Units free and clear of all Liens (other than Liens (i) arising under the Securities Act and applicable state securities laws, or (ii) created or incurred by, or at the direction of, Buyer).
Title to Purchased Units. Guggenheim is the beneficial and record owner of the Preferred Units that it is selling pursuant to this Agreement, free and clear of any liens, claims, charges, restrictions, options, preemptive rights, mortgages, hypothecations, assessments, pledges, encumbrances or security interests of any kind or nature whatsoever (collectively, “Liens”) except as may be set forth in the Transaction Agreements. Upon purchase and payment therefore and delivery to the Company in accordance with the terms of this Agreement, the Company will acquire good and valid title to such Preferred Units being redeemed hereunder, free and clear of any Liens whatsoever, subject to any restrictions contained in the Transaction Agreements.
Title to Purchased Units. Such Silver Rock Entity is the beneficial and record owner of the Preferred Units that it is selling pursuant to this Agreement, free and clear of any Liens except as may be set forth in the Transaction Agreements. Upon purchase and payment therefore and delivery to the Company in accordance with the terms of this Agreement, the Company will acquire good and valid title to such Preferred Units being redeemed hereunder, free and clear of any Liens whatsoever, subject to any restrictions contained in the Transaction Agreements.
Title to Purchased Units. Original Investor is the sole owner of and has good and valid title to the Purchased Units, and upon consummation of the transactions contemplated by this Agreement, Original Investor will have transferred to each Investor, and each Investor will have acquired from Original Investor, good and valid title to the Purchased Units being purchased by it, in each case free and clear of all Liens of any nature whatsoever.
