Title to the Membership Interests. At the Closing, such Seller is the owner, beneficially and of record of all right, title and interest in and to its Proportionate Percentage of the Membership Interests, free and clear of any Liens other than any Lien arising pursuant to applicable securities laws. Upon the delivery of and payment for its Proportionate Percentage of the Membership Interests and completion of the Closing as provided in this Agreement, such Seller shall have transferred to Buyer good and valid title to its Proportionate Percentage of the Membership Interests, free and clear of any Liens other than any Lien arising as a result of the regulatory status of Buyer or pursuant to applicable securities Laws. Except for this Agreement and the Company LLC Agreement, such Seller is not (a) a party to any option, warrant, right, contract, call, put or other agreement or commitment providing for the disposition or acquisition of any of the Membership Interests or (b) a party to any voting trust, proxy or other agreement or understanding with respect to any of the Membership Interests.
Title to the Membership Interests. Seller owns of record and beneficially all of the Membership Interests, and Seller has good and marketable title to the Membership Interests, free and clear of all Liens. As of the date hereof and immediately prior to the Closing, Seller is the sole member of the Company.
Title to the Membership Interests. The Members are the beneficial owners and hold good and valid title to the Transferred Membership Interests free and clear of any Lien. Upon consummation of the Contemplated Transactions and the satisfaction of the conditions to Closing set forth herein, TWDL will own all of the issued and outstanding membership interests of DUSA, free and clear of any Lien. At the Closing, the Members will deliver the Transferred Membership Interests free and clear of any Lien.
Title to the Membership Interests. The Company is the legal, record and beneficial owner of each of the Membership Interests with good and marketable title thereto, and the Company has the absolute right to sell, assign, convey, transfer and deliver each of the Membership Interests and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Company to Buyer pursuant to this Agreement, free and clear of any and all Liens (other than Liens in favor of the Buyer). The purchase and sale of each of the Membership Interests as contemplated herein will (i) pass legal, good and marketable title to such Membership Interests to Buyer, free and clear of any and all Liens (other than Liens in favor of the Buyer), and (ii) convey, free and clear of any and all Liens (other than Liens in favor of the Buyer), any and all rights and benefits incident to the ownership of such Membership Interests.
Title to the Membership Interests. The Member owns beneficially and of record, and has good and marketable title to, the Membership Interests represented by the respective Percentage Interest set forth opposite the Member's name on Exhibit A, free and clear of any Liens and restrictions other than restrictions on transfer of the Membership Interests imposed upon a limited liability company member of Cerulean under the Charter Documents of Cerulean and restrictions generally imposed by the securities laws of the United States and of the various states, and, upon delivery of and issuance of FX Common Stock in exchange for the Membership Interests as provided in this Agreement, FX will acquire good and marketable title thereto, free and clear of any Liens and restrictions other than restrictions on transfer of the Membership Interests imposed upon a limited liability company member of Cerulean under the Charter Documents of Cerulean and restrictions generally imposed by the securities laws of the United States and of the various states. The Member has no outstanding contractual obligations or rights to purchase or otherwise acquire. whether from Cerulean or otherwise, any shares of capital stock or other ownership interests, or securities convertible or exchangeable into or exercisable for shares of capital stock or other ownership interests, of Cerulean.
Title to the Membership Interests. (a) Each Seller owns legal and beneficial title to its Membership Interests, free and clear of all liens and encumbrances, has the power and authority to sell, transfer, assign and deliver its Membership Interests as provided in this Agreement, and such delivery will assign to Purchaser such Membership Interests.
(b) Except for the Operating Agreement of Nine Penn Owner, there is no certificate or other instrument evidencing the Membership Interests.
(c) Nine Penn Owner is not presently conducting, and has not in the past conducted, any business other than the ownership and operation of the Property.
(d) There were and are no outstanding subscriptions, securities, options, warrants, calls, rights, commitments, agreements, arrangements, rights of first offer to purchase, rights of first refusal to purchase, rights or negotiation, purchase options or similar rights or contractually required rights or consents to transfers or undertakings of any kind to which the Seller or Nine Penn Owner is a party, or pursuant to which the Seller or Nine Penn Owner is or may become bound, requiring either the issuance of any additional interests in Nine Penn Owner, the sale of any of the membership interests or the admission of additional members of Nine Penn Owner or otherwise.
(e) There are no outstanding member loans (either from third parties or from other members).
Title to the Membership Interests. The Sellers listed on Schedule 3.2, in the aggregate, collectively have good and valid title to all of the Membership Interests, free and clear of all Liens. Upon consummation of the Transactions, Buyer will receive good and valid title to the Membership Interests, free and clear of all Liens.
Title to the Membership Interests. On the Closing Date, the Membership Interests shall be assigned and transferred by the Sellers to Purchaser free and clear of all liens and encumbrances.
Title to the Membership Interests. Such Seller has good and valid title to, and is the record and beneficial owner of, the Membership Interests opposite such Seller’s name as set forth on Schedule 4.5. Such Seller has the right, authority and power to sell, assign and transfer the Membership Interests owned by it. At the Closing, such Seller shall transfer, and Buyer shall acquire beneficial and record ownership of the Membership Interests owned by such Seller free and clear of any Liens (except for (a) Liens created by, or at the direction of, Buyer, and (b) Liens consisting of restrictions on transfer generally arising under applicable federal or state securities law or under agreements set forth on Schedule 4.5 which will be terminated, released or canceled (without penalty or restriction) as of the Closing). Such Seller is not a party to any agreement, Contract or commitment contemplating a transfer or change in record or beneficial ownership of any of the Membership Interests. There are no voting trusts, irrevocable proxies or similar agreements to which such Seller is a party with respect to the voting of the Membership Interests.
Title to the Membership Interests. Such Seller (a) is the sole record and beneficial owner of the Membership Interests set forth next to the name of such Seller on Section 3.6 of the Disclosure Schedules, (b) owns such Membership Interests free and clear of all Encumbrances (other than restrictions on transfer imposed by the Governing Documents of the Company and federal and state securities laws), and (c) has the sole power to vote and dispose of such Membership Interests. At the Closing, Buyer will obtain such Membership Interests free and clear of all Encumbrances (other than those arising under securities Laws or created by the Buyer). Except for the Governing Documents of the Company, such Seller is not party to (i) any voting agreement, voting trust, registration rights agreement, or other similar agreement or arrangement with respect to the membership interests of the Company, or (ii) any Contract obligating such Seller with respect to the voting or disposition of any membership interests of, or other equity or voting interests in, the Company or which has the effect of restricting or limiting the transfer, voting, or other rights associated with such Membership Interests.
