Ownership of the Equity Interests. Each Contributor owns record and beneficial title to the Property Owner partnership interests set forth on Schedule I. As of the Closing, Property Owner shall have distributed all of the LLC Interests to Contributors in the relative percentages shown on Schedule I hereto, and, as of the Closing, each Contributor will own record and beneficial title to its respective LLC Interests as set forth on Schedule I. Upon the contribution of the LLC Interests, the LLC Interests (i) shall have been validly issued, fully paid and nonassessable, and (ii) shall be free and clear of any liens, restrictions, claims, equities, charges, options, rights of first refusal, or encumbrances, with no defects of title whatsoever. Upon consummation of the Closing, CBL/OP shall have obtained title to all LLC Interests, free and clear of any liens, restrictions, claims, equities, options, charges, rights of first refusal, or encumbrances or other restrictions, and with no defects of title whatsoever. Each Contributor covenants that it is not party to or bound by any agreement affecting or relating to such Contributor's right to transfer the LLC Interests owned by such Contributor.
Ownership of the Equity Interests. Such Seller is and will be on the Closing Date the record and beneficial owner and holder of the Partnership Units set forth opposite such Seller’s name on Schedule 2.1(d) and any shares of IPO Corp. Common Stock issued to it pursuant to this Agreement, free and clear of all Liens, other than those Liens disclosed on Schedule 2.1(d). Except as set forth on Schedule 2.1(d), such Seller has no other equity interests or rights to acquire equity interest in the Company. Such equity interests are not subject to any contract restricting or otherwise relating to the voting, dividend rights or disposition of such Equity Interests, except as set forth on Schedule 2.1(d). Notwithstanding the foregoing, GPCH may transfer Partnership Units representing approximately 1% partnership interest to GPC prior to the Closing.
Ownership of the Equity Interests. Such Contributor owns the Membership Interests set forth opposite such Contributor's name on Schedule 3.01(e). There are no voting trusts, proxies or other agreements or understandings to which such Contributor is a party with respect to the voting of any Equity Interests of the Manager. Immediately following the Closing, the REIT shall own the Membership Interests set forth opposite such Contributor's name on Schedule 3.01(e), free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements and encumbrances of any nature whatsoever, other than those imposed by Law or resulting from action by the REIT.
Ownership of the Equity Interests. The authorized and outstanding Equity Interests of the Manager consist of the Membership Interests set forth on Schedule 3.01(e), and the Membership Interests represent all of the issued and outstanding membership interests in the Manager. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in the Manager, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation or similar rights for which the Manager has any liability. There are no voting trusts, proxies or other agreements or understandings to which the Manager is a party with respect to the voting of any Equity Interests of the Manager. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of the Manager may vote.
Ownership of the Equity Interests. The Contributor owns all of the Membership Interests in the Manager. There are no voting trusts, proxies or other agreements or understandings to which the Contributor is a party with respect to the voting of any Equity Interests of the Manager. Immediately following the Closing, the OP shall own the Membership Interests, comprising one hundred percent (100%) of the Equity Interests in the Manager, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements and encumbrances of any nature whatsoever, other than those imposed by Law or resulting from action by the REIT or the OP.
Ownership of the Equity Interests. The authorized and outstanding Equity Interests of the Manager consist of Class A Interests and Class B Interests, all of which are owned by the Contributor. There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in the Manager, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation or similar rights for which the Manager has any liability. There are no voting trusts, proxies or other agreements or understandings to which the Manager is a party with respect to the voting of any Equity Interests of the Manager. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of the Manager may vote.
Ownership of the Equity Interests. Seller is, and Buyer will at the Closing be, the owner of the Equity Interests, free and clear of Encumbrances or any other restrictions on transfer other than any restrictions on transfers imposed under federal, state and provincial securities laws or as otherwise set forth on Section 3.03 of the Disclosure Schedule. At the Closing, Buyer will acquire good and valid title to the Equity Interests, free and clear of all Encumbrances (other than any restrictions on transfers imposed under federal, state and provincial securities laws).
Ownership of the Equity Interests. Such Seller is the sole record and beneficial owner of the Equity Interests as set forth opposite such Seller’s name on the Sellers’ Schedule, and, except as set forth on Schedule 5.5, are free and clear of all Liens, and such Seller has not assigned, transferred or conveyed any interest therein to any third Person. At the Closing, such Seller shall transfer to Purchaser good title to the Equity Interests as set forth opposite such Seller’s name on the Sellers’ Schedule, free and clear of Liens, other than applicable federal and state securities Laws. The Equity Interests set forth opposite such Seller’s name on the Sellers’ Schedule constitute all of the securities and interests of any nature in each of the Companies that are owned by such Seller.
Ownership of the Equity Interests. As of the date of this Agreement, such Contributor owns the respective Equity Interest of BRG Manager free and clear of Encumbrances, and as of the Closing Date will own the respective Equity Interest of Manager Sub, as set forth on Schedule 3.01(g). There are no voting trusts, proxies or other agreements or understandings to which such Contributor is a party with respect to the voting of any Equity Interests of BRG Manager. Immediately following the Closing, the OP shall own all of the Equity Interest in Manager Sub, together being the Membership Interests, free and clear of all mortgages, liens, pledges, charges, claims, security interests, agreements and encumbrances of any nature whatsoever, other than those imposed by Law or resulting from action by the REIT, the OP or TRS Holdings.
Ownership of the Equity Interests. The authorized and outstanding Equity Interests of BRG Manager and Manager Sub are as set forth on Schedule on Schedule 3.01(g). There are no outstanding subscriptions, options, warrants, calls, rights or convertible or exchangeable securities or any other agreements or other instruments giving any Person the right to acquire any Equity Interests in BRG Manager or Manager Sub, or giving any Person any right or privilege (whether pre-emptive or contractual) capable of becoming an agreement or option to acquire such Equity Interests. There are no outstanding or authorized share appreciation, phantom share, profit participation or similar rights for which BRG Manager or Manager Sub has any liability. There are no voting trusts, proxies or other agreements or understandings to which BRG Manager or Manager Sub is a party with respect to the voting of any Equity Interests of BRG Manager or Manager Sub. There are no issued or outstanding bonds, indentures, notes or other Indebtedness having the right to vote (or convertible into securities that have the right to vote) on any matters on which the members of BRG Manager or Manager Sub may vote.
