Common use of Representations at Closing Clause in Contracts

Representations at Closing. At the closing of any purchase and sale pursuant to the Buy-Sell Procedure, the selling Member Group shall represent and warrant in writing to the non-selling Member Group that the selling Members (i) are the sole beneficial and record owners of the Interests being sold and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Interests being sold without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the selling Members shall deliver to the non-selling Member Group such customary instruments of assignment with respect to the Interests being sold as may be reasonably requested by the non-selling Member Group.

Representations at Closing. At the closing of any purchase and sale pursuant to the Buy-Sell Procedure, . the selling Member Group shall represent and warrant in writing to the non-selling Member Group that the selling Members (i) are the sole beneficial and record owners of the tie Interests being sold and have good and marketable title thereto free and clear of all Liens (other than restrictions imposed pursuant to this Agreement) and (ii) have full power and authority to sell the Interests being sold without conflict with the terms of any law, order or material agreement or instrument binding upon them or their assets; and the selling Members shall deliver to the non-selling Member Group such customary instruments of assignment with respect to the Interests being sold as may be reasonably requested by the non-selling Member Group.