Ownership of the Interest. The Seller is the owner of, and has good and marketable title to, the Interest. The Seller is not in breach or violation of any terms or obligations under any contract or agreement affecting or relating to the Interest. The Seller has full and clear right to assign the Interest, and no other person, firm, corporation or governmental body has or will have any lien, right, title or interest whatsoever against, in, under or to all or any part of the Interest. There are no commitments, options or contracts under which the Seller is or may be obligated to transfer the Interest, except as set forth in the Operating Agreement dated __________, 2006 between Inland Real Estate Corporation and the New York State Teachers’ Retirement System (the “Operating Agreement”).
Ownership of the Interest. The Interest constitutes 7.71% of the registered capital of Beihai HTW, and, upon consummation of the transactions contemplated by this Agreement and registration of the Interest in the name of the Buyer in the stock records of Beihai HTW, the Buyer, assuming it shall have purchased the Interest for value in good faith and without notice of any adverse claim, will own 100.0% of registered capital of Beihai HTW. Upon consummation of the transactions contemplated by this Agreement, the Interest will be fully paid and nonassessable.
Ownership of the Interest. Telos is the sole legal, beneficial, record and equitable owner of the Interest, free and clear of all Encumbrances whatsoever other than the 2007 Operating Agreement. Other than the 2007 Operating Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Interest.
Ownership of the Interest. Adelphia has good and marketable title to ------------------------- the Interest. Upon the Closing, the Company will acquire good and marketable title to the Interest, free and clear of any liens, claims, restrictions or encumbrances of any kind, except as may be provided in the Amended Agreement.
Ownership of the Interest. Immediately prior to the closing Seller will be the record and beneficial owner of Seller’s Interest, free and clear of any claim, lien, security interest or other-encumbrance, and at the closing Buyer will receive good and valid title to Seller’s Interest, free and clear of any claim, lien, security interest or other encumbrance, in each case except for encumbrances under the Joint Venture Agreement and except that Seller’s Interest has been pledged as additional security for the Senior Secured Notes due 2002 issued by Buyer (together, the “Permitted Liens”). Except for Seller’s Interest, Seller has no equity interest in Buyer.
Ownership of the Interest. Seller is the sole legal, beneficial, record, and equitable owner of the Interest, free and clear of all Encumbrances whatsoever other than the Amended Operating Agreement. Other than the Amended Operating Agreement, there are no voting trusts, proxies or other agreements or understandings in effect with respect to the voting or transfer of the Interest.
Ownership of the Interest. LYH represents and warrants that it has valid title to and owns the Shares free and clear of all pledges, security interests, liens, charges, encumbrances, equities, claims, options or limitations of every kind.
Ownership of the Interest. CMG owns the Interest including its rights ------------------------- to the Cash Advance and all the Unimedia Shares, free and clear of all liens, claims, charges, pledges, security interests, options or other encumbrances. Upon Closing, Xx. Xxxxxxxxx (or the entity of his designation as per Section 1.4) will acquire title to the Interest including the Unimedia Shares, free and clear of all liens, claims, charges, pledges, security interests, options or other encumbrances. CMG does not own any interest, direct or indirect, of any kind in Unimedia other than the Interest. The sale and purchase of the Interest pursuant to this Agreement will not give rise to any preemptive or similar rights on behalf of any person under any provision of any contract to which Unimedia or CMG is a party, or under any law.
Ownership of the Interest. The Seller is the owner of, and has good and marketable title to, the Interest. The Seller is not in breach or violation of any terms or obligations under any contract or agreement affecting or relating to the Interest. The Seller has full and clear right to assign the Interest, and no other person, firm, corporation or governmental body has or will have any lien, right, title or interest whatsoever against, in, under or to all or any part of the Interest. There are no commitments, options or contracts under which the Seller is or may be obligated to transfer the Interest, except as set forth in the Limited Liability Company Agreement dated __________, 2005 between Inland Retail Real Estate Limited Partnership and Special Account – U, L.P. (the “Agreement”).
