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Valid Interests Sample Clauses

Valid Interests. The NRG Closing Date Interest, the Google Closing Date Interest, and all Equity Interests to be issued by Master Holdco at the Document Closing will, when issued, constitute a limited liability company interest in Master Holdco, free and clear of any Liens except for obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement.
Valid Interests. Upon execution and delivery by Investor and Clean Technologies of the Company LLC Agreement and on the Initial Funding Date, the Class B Membership Interests will constitute a membership interest in the Company, and are being issued free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. The Class B Membership Interest will constitute a membership interest in the Company, and are being issued free and clear of any Liens except for obligations that will apply to JPM upon its admission as a member of the Company under the Company LLC Agreement.
Valid InterestsThe Membership Interests (i) will constitute membership interests in the Company, and (ii) are being sold free and clear of any Liens, except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. The Equity Interest to be issued by Master Holdco to Sponsor Member under the Equity Participation Agreements will, when issued, constitute a valid limited liability company interest in Master Holdco, free and clear of any Lien except for (x) obligations imposed on members of Master Holdco under the Master Holdco LLC Agreement, (y) any restrictions on transfer imposed by applicable securities laws, and (z) any restrictions imposed on transfers set forth in the Organizational Documents of the such Person, and constitutes all of the Equity Interests in Master Holdco that are held by Affiliates of Sponsor.
Valid Interests. (i) The membership interests in MWCI being contributed by NHC to the Company on the Initial Closing Date are, on such date, conveyed free and clear of any Liens except for obligations imposed on the members of MWCI under the operating agreement for MWCI. (ii) The Class B Membership Interests being conveyed by Holdings to Investor on the Initial Closing Date will constitute Membership Interests in the Company, and on such date are being conveyed free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement.
Valid Interests. The Class B Membership Interests will constitute a membership interest in the Company, and are being sold free and clear of any Liens except for obligations imposed on members of the Company under the Company LLC Agreement and any other Permitted Lien.
Valid Interests. Upon execution and delivery by Southern, DSGH and AGM of the LLC Agreement and, if not the same day, on the Effective Date, the Class C Membership Interests will constitute membership interests in the Company, and are being issued free and clear of any Liens except for obligations imposed on members of the Company under the LLC Agreement.
Valid Interests. (i) Seller owns directly of record and beneficially, free and clear of all Liens, other than Permitted Equity Encumbrances, one hundred percent (100%) of the Class B Membership Interests of the Company on the Execution Date and on the Closing Date immediately prior to the consummation of the sale to Purchaser contemplated by this Agreement. (ii) Other than this Agreement and the LLCA, there are no outstanding options, warrants, calls, puts, convertible securities, or other contracts of any nature obligating or permitting the Seller or the Company to issue, deliver, acquire or sell membership interests or other securities in the Company.