Ownership of the Contributed Interests. Contributor is the record and beneficial owner of, and has good and valid title to, the Contributed Interests, free and clear of all Encumbrances (other than those arising pursuant to this Agreement, the Organizational Documents of the U.S. Holdco or applicable securities Laws, or resulting from actions of SEP or any of its Affiliates).
Ownership of the Contributed Interests. Each of Bal-Penn and Oriole, -------------------------------------- respectively, is the sole owner of the interests in the Companies contributed by such Limited Partner (the "Contributed Interests") to the Partnership and has good, valid and marketable title to such Contributed Interests, free and clear of all liens, claims, equities, security interests and other encumbrances ("Liens"). The Limited Partner's Contributed Interests have been issued in compliance with the organizational documents (as then in effect) of the related Companies and were not issued in violation of any federal or state securities laws. There are no rights, subscriptions, warrants, options, conversion rights or agreements of any kind outstanding to purchase or otherwise to acquire any securities or obligations of any kind convertible into any partnership interests or other equity interest or profit participation of any kind in any of the Companies. Bal-Penn and Oriole own all of the partnership interests, capital stock and other equity interests, as the case may be, in the Companies (other than a 1% interest acquired by REIT Sub) and have duly and validly transferred all such interests or capital stock, as the case may be, to the Partnership, free and clear of all Liens.
Ownership of the Contributed Interests. Except as set forth in Schedule 2.4 to the Disclosure Schedule, the Contributed Interests constitute all of the issued and outstanding equity interests in the Limited Liability Company, and such interests are owned (directly or indirectly) by the Contributor that is contributing the same pursuant to the Agreement. Except as set forth in Schedule 2.4 to the Disclosure Schedule, the Contributor is the sole owner of the Contributed Interests being contributed by it, beneficially and of record, free and clear of any Liens of any nature and has full power and authority to convey the Contributed Interests, free and clear of any Liens, and, upon delivery of consideration for such Contributed Interests as herein provided, the Operating Partnership will acquire good title thereto, free and clear of any Liens other than any liens arising through the Operating Partnership. Except as set forth in Schedule 2.4 to the Disclosure Schedule, there are no rights to purchase, subscriptions, warrants, options, conversion rights or preemptive rights relating to the Contributed Interests to be contributed by the Contributor.
Ownership of the Contributed Interests. Prior to and at Closing, the Contributing Owner will be the sole owner of the Interests contributed by such Contributing Owner to the Partnership and, at Closing, will deliver title to such Interests, free and clear of all liens, encumbrances and security interests. To the knowledge of the Contributing Owner, the Contributing Owner's Interests have been issued in compliance with the partnership agreements (as then in effect) of the Contributing Entity.
