Fairfax Sample Clauses

Fairfax. Except as set forth in the recitals of this Contract, neither the LLCs nor the Company own, directly or indirectly, any equity or voting interest in, or otherwise control any person or entity other than interests in the Excluded Assets, which will be divested prior to Closing as se forth in Article 11 and none of the LLCs nor the Company has any contract or commitment to acquire any such interest. Except with respect to 1201 Owner and 1225 Owner, as of the date of Closing, the interests in the LLCs set forth in the recitals to this Contract will contain a complete and correct list of all equity interests held directly or indirectly by the Company or the LLCs in any entity. All of the issued and outstanding membership interests in the LLCs are duly authorized, validly issued, fully paid, free of preemptive rights and, except as set forth in the organizational documents of the LLCs, not subject to future capital calls. The Company and each of the LLCs has good and valid title to interests in the entities set forth in the recitals to this Contract, all of which are free and clear of any Liens. Except for this Contract, and the Eye Street Option Agreements, no subscriptions, options, warrants, conversion or other rights, agreements, commitments, arrangements or understandings of any kind obligating either the Company or any of the LLCs, contingently or otherwise, to issue or sell, or to cause to be issued or sold, any membership interests or other equity interests of any of the LLCs, or any securities convertible into or exchangeable for any such membership interests or other equity interests, are outstanding, and no authorization therefore has been given. Except for the Eye Street Option Agreements and except as provided in the Eye Street organizational documents, there are no outstanding contractual or other rights or obligations to or of the Company or the LLCs to repurchase, redeem or otherwise acquire any outstanding membership interests or other equity interests of any of the LLCs.
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