Title to the Acquired Interests. As of the date of this Agreement, Contributor directly owns of record and beneficially 68.42% of the membership interests in SUN LLC, and immediately following the Pre-Closing Transactions and at the Closing, Contributor will (a) directly own of record and beneficially 100% of the membership interests in SUN Retail and (b) indirectly, own beneficially and of record 100% of the membership interests in Sunmarks, and Contributor has or will have at the Closing good and marketable title to the Acquired Interests, free and clear of all Liens.
Title to the Acquired Interests. Such Contributor owns of record and beneficially 66 shares of common stock of the Company, in the case of HHI, and 34 shares of common stock of the Company, in the case of ETP Holdco, and such Contributor has good and marketable title to the Acquired Interests owned by such Contributor, free and clear of all Liens.
Title to the Acquired Interests. Contributor owns of record and beneficially all of the Acquired Interests, and Contributor has good and marketable title to the Acquired Interests, free and clear of all Liens. As of the date hereof and immediately prior to the Closing, Contributor is the sole member of the Company.
Title to the Acquired Interests. Each Seller is the record and beneficial owner of, and holds good and valid title free and clear of any and all mortgages, security interests, charges, easements, rights, options, claims, restrictions, encumbrances or other liens of any kind (collectively, “Liens”) (other than restrictions imposed on transfer under applicable federal and/or state securities laws or regulations) to, the Acquired Interests set forth opposite such Seller’s name on Section 4.04 of the Disclosure Schedule, which constitute all of the outstanding Equity Securities of the Acquired Companies, and such Acquired Interests have no restrictions on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Such Seller is not the subject of any bankruptcy, reorganization or similar Proceeding. Such Seller has the sole power and authority to sell, transfer, assign and deliver the Acquired Interests as provided in this Agreement, and such delivery will convey to Purchaser good and valid title to the Acquired Interests, free and clear of any and all Liens (other than restrictions imposed on transfer under applicable federal and/or state securities laws or regulations). Upon consummation of the Contemplated Transactions, good and valid title to the Acquired Interests will pass to Purchaser, free and clear of any and all Liens (other than restrictions imposed on transfer under applicable federal and/or state securities laws or regulations). No Seller is a party to any voting trust or other voting agreement with respect to any of the Acquired Interests or to any agreement relating to the issuance, sale, redemption transfer or other disposition of the Acquired Interests, and there are no outstanding Contracts or understandings between such Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Acquired Interests and, except as contemplated by this Agreement, the Collateral Agreements or the Contemplated Transactions, such Seller has no right whatsoever to receive or acquire any Acquired Interests or other Equity Securities of the Acquired Companies.
