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).
Appears in 5 contracts
Samples: Unit Purchase Agreement, Unit Purchase Agreement (Graham Holdings Co), Unit Purchase Agreement (A. H. Belo Corp)
