Ownership of Interest. The LLC owns all of the Membership Interests in --------------------- the Subsidiary free and clear of any Liens or other encumbrances which would prevent or otherwise encumber the transfer of the Membership Interests (except for those Liens shown on Schedule 5.3).
Ownership of Interest. SCR 20:1.15 (d)(4)a. states that “the interest or dividends accruing on an IOLTA account, less any allowable reasonable fees, as allowed under par. (5), shall be paid to WisTAF, which shall be considered the beneficial owner of the earned interest or dividends, pursuant to SCR Chapter 13.” The account is to be designated with the Wisconsin Trust Account Foundation, Inc. TIN #00-0000000. IRS Form 1099 is not required.
Ownership of Interest. Such Seller is the record owner of the Company Interests owned by it as set forth on Schedule I, and has the power and authority to transfer, sell, assign and convey to the REIT or ROIP, as applicable, such Company Interests, free and clear of any Liens and, upon delivery of the Consideration for such Company Interests as provided herein, the REIT or ROIP, as applicable, will acquire good and valid title thereto, free and clear of any Liens. Except as provided for or contemplated by this Agreement or the other applicable documents, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the Company Interests owned by such Seller or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Company Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Company Interests, or other equity interests or profit participation of any kind in the Company.
Ownership of Interest. The Seller owns and holds, beneficially and of record, the entire right, title and interest in and to the Interest and the Shares, free and clear of Rights or Encumbrances of any kind or nature whatsoever. The Seller has the full power and authority to vote, transfer and dispose of the Interest and the Shares, free and clear of any Right or Encumbrance of any kind or nature whatsoever other than restrictions under the Securities Act and applicable state securities laws, and under the LP Agreement (as defined below). Other than the transactions contemplated by this Agreement, there is no outstanding vote, plan, pending proposal, or other right of any Person to acquire, or to cause the redemption of, the Interest or the Shares or to effect the merger or consolidation of the Company with or into any other Person.
Ownership of Interest. Such Member owns its Membership Interest free and clear of any liens, claims, pledges or encumbrance of any kind. The transfer by such Member of its Membership Interest to HC pursuant to the Exchange will vest in HC good and marketable title to that Membership Interest, free and clear of any liens, claims, pledges or encumbrances of any kind.
Ownership of Interest. Such Contributing Member is the sole record owner of the Contributing Member Interests owned by it as set forth on Exhibit A and has good and valid title to such Contributing Member Interests and has the power and authority to transfer, sell, assign and convey to the OP such Contributing Member Interests, free and clear of any Liens. Upon delivery of the Consideration for such Contributing Member Interests as provided herein, the OP will acquire good and valid title thereto, free and clear of any Liens. Exhibit A sets forth the entire outstanding equity and distribution, profits or similar interest in the Existing Entities. The Existing Entities have no Subsidiaries. The Contributing Member Interests represent all of the issued and outstanding interests in the Existing Entities owned by the Contributing Members. Except as provided for or contemplated by this Agreement or the other applicable Transaction Documents, there are no rights, subscriptions, warrants, options, conversion rights, preemptive rights, agreements, instruments or understandings of any kind outstanding (i) relating to the Contributing Member Interests owned by such Contributing Member or (ii) to purchase, transfer or to otherwise acquire, or to in any way encumber, any of the interests which comprise such Contributing Member Interests or any securities or obligations of any kind convertible into any of the interests which comprise such Contributing Member Interests, or other equity interests or profit participation of any kind in the Existing Entities. All of the issued and outstanding Contributing Member Interests have been duly authorized and are validly issued, fully paid and not issued in violation of any preemptive rights.
Ownership of Interest. Each Member is the sole beneficial and record owner of the Interests set forth opposite such Member’s name on Schedule 1. At the Closing, pursuant to the terms and conditions of this Agreement, each Member will sell and convey to Publico such Interests, free and clear of any liens, other than restrictions imposed by federal and applicable state securities laws. Each Member has not, and as of the Closing such Member shall not have, sold or otherwise disposed of, or granted any options or rights to purchase, and such Member has not, and as of the Closing shall not have, entered into any agreement obligating such Member to sell or otherwise dispose of, or to grant options or rights to purchase, any of such Interest, except to Publico.
Ownership of Interest. (A) Each member of the Group (and its branches) has been duly incorporated and is validly existing under the laws of the relevant jurisdictions where the Group Company was incorporated and has full power, authority and legal right to own its assets and carry on the Business in accordance with its permitted scope as set out in its business license.
Ownership of Interest. Each Assignor hereby represents to each --------------------- Assignee that the Assignors collectively have full title to the Assigned Interest and have the authority to transfer the Assigned Interest to Assignees as provided herein without the approval or consent of any other person or entity other than the LGCB.
Ownership of Interest. Seller is the lawful record and beneficial owner of the Interest, free and clear of any liens, claims, encumbrances or restrictions of any kind. Except for that certain Option to Acquire Membership Interest of Traffix, Inc. in Montvale Management, LLC issued by Seller to Home Star Mortgage Services, LLC (the "Option Holder") dated October, 2001 (the "Option"), neither the Seller nor any of its affiliates is a party to or otherwise subject to any agreement, understanding or arrangement regarding the transfer, sale, disposition, purchase, acquisition or voting of the Interest. Annexed hereto as EXHIBIT H is a true and correct copy of a Termination Agreement between Seller and the Option Holder terminating the Option, effective as of the Closing Date.
