Common use of Title to Units Clause in Contracts

Title to Units. Seller is the record and beneficial owner of the Units, and at Closing, will convey to Purchaser, good and valid title to the Units, free and clear of all Encumbrances. Seller has the full right and power to sell, assign, exchange, transfer and deliver the Units to Purchaser as provided in this Agreement. Other than the Units, neither Seller nor any of its affiliates own any other securities of either of the Companies, including, without limitations, options, warrants, or other rights to acquire securities of either of the Companies.

Appears in 1 contract

Samples: Unit Purchase Agreement (Advance Display Technologies Inc)

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Title to Units. Seller is the sole record and beneficial owner of the Units, and at . At Closing, Seller will convey to Purchaser, have good and valid marketable title to the Units, which Units are, and at the Closing will be, free and clear of all Encumbrances. Seller has the full right and power to sell, assign, exchange, transfer and deliver the Units to Purchaser as provided in this Agreement. Other than the Units, neither Seller nor any of its affiliates own any other securities of either of the Companies, including, without limitations, options, warrants, pledges, claims, liens and encumbrances, and any restrictions or other rights limitations prohibiting or restricting transfer to acquire securities of either Buyers, except for restrictions on transfer as contemplated by Section 3.3 above. The Units constitute all of the Companiesissued and outstanding membership units of LLC.

Appears in 1 contract

Samples: Split Off Agreement (Modigene Inc.)

Title to Units. Seller is the record owner and beneficial owner of, and has good and marketable title to, all of the Units, and at Closing, will convey to Purchaser, good and valid title to the Transferred Units, free and clear of all Encumbrances. Seller has hereby delivers to Buyer good and marketable title to the full right and power to sell, assign, exchange, transfer and deliver the Units to Purchaser as provided in this Agreement. Other than the Transferred Units, neither Seller nor any free and clear of its affiliates own any other securities of either of the Companies, including, without limitations, options, warrants, or other rights to acquire securities of either of the Companiesall Encumbrances.

Appears in 1 contract

Samples: Limited Liability Company Agreement (Trimas Corp)

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Title to Units. Seller is the record and beneficial owner of all of the Units, and at Closing, will convey to Purchaser, . Seller has good and valid title to the Units, free and clear of all Encumbrances. Seller has Liens, other than restrictions on transfer under applicable securities Laws, and, following payment of the full right and power amounts required to sellbe paid by Buyer pursuant to Section 2.3 at the Closing, assign, exchange, transfer and deliver the Units will be transferred to Purchaser as provided in this Agreement. Other Buyer at the Closing free and clear of all Liens, other than restrictions on transfer imposed by applicable securities Laws or pursuant to the Units, neither Seller nor any of its affiliates own any other securities of either Organizational Documents of the Companies, including, without limitations, options, warrants, or other rights to acquire securities of either of the CompaniesCompany.

Appears in 1 contract

Samples: Purchase and Sale Agreement (DigitalBridge Group, Inc.)

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