The Interests. The Seller is the sole beneficial owner of the Interests and has good and valid title to the Interests, free and clear of all Liens. Assuming the Purchaser has the requisite power and authority to be the lawful owner of the Interests, upon delivery to the Purchaser at the Closing of certificates representing the Interests, duly endorsed by the Seller for transfer to the Purchaser or accompanied by separate membership interest powers attached thereto and signed in blank, and upon the Seller’s receipt of the Purchase Price pursuant to Section 2.3(a), good and valid title to the Interests will pass to the Purchaser, free and clear of any Liens (other than those arising from acts of the Purchaser or its Affiliates) or claims of any Person with respect thereto. Other than this Agreement, the Interests are not subject to any voting trust agreement or other Contract restricting or otherwise relating to the voting, dividend rights or disposition of the Interests.
The Interests. Subject to the terms, conditions, reservations, and exceptions specified in this Agreement, including Seller's receipt of the requisite management approval as specified below, Seller shall sell and Purchaser shall purchase as of the Effective Time all of Seller's right, title and interest in and to the following assets described in Subsections 2.01(a) through 2.01(e) (collectively called the "INTERESTS"):
The Interests. Renewable Holdings II is the sole member of each Contributed Company, and holds each Interest free of all Encumbrances or restrictions on transfer other than (i) those arising under the Organizational Documents of the Contributed Companies, (ii) those arising under this Agreement, (iii) those securing Taxes not yet due and payable, (iv) those arising under any applicable securities Laws of any jurisdiction and (v) those described in Schedule 2(c) of the Schedules for such Contributed Company. Assignor is the only Person with an interest in the profits, losses, distributions and capital of, or other economic interest in, each Contributed Company. Each Interest is validly issued and fully paid. Assignor has good and valid title to each such Interest, free and clear of all Encumbrances other than as provided in the first sentence of Section 2(c).
The Interests. Subject to the terms and conditions herein set forth, the Company agrees to issue and sell to GM and FIM, respectively, and GM and FIM, respectively, agrees to purchase from the Company, the GM Interest and FIM Interest, respectively, for the aggregate GM Purchase Price and aggregate FIM Purchase Price, respectively, on the Closing Date. The GM Interest and FIM Interest shall be issued to each of GM and FIM, respectively, pursuant to Article II hereof and shall be subject to the terms and provisions of the LLC Agreement. The obligations of GM and FIM herein shall be several and not joint.
The Interests. Bulk Ships has good and valid title to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the Luxmar and Maremar Interests and the OSG MLP Operating Company Interest, there is no further obligation to make any capital contribution to the applicable Vessel Owning Subsidiary.
The Interests. OSGM has good and valid title to the ATC Interest, free and clear of all mortgages, liens, security interests, covenants, options, claims, restrictions, or encumbrances of any kind. With respect to the ATC Interest, there is no further obligation to make any capital contribution to the ATC.
The Interests. (a) Upon delivery to Purchaser at the Closing of certificates representing the Interests (other than the Xxxxxx XX Interests and the Xxxxxx GmbH Shares), duly endorsed by SPX, GS Ireland or Xxxxxx XX, as appropriate, for transfer to Purchaser or accompanied by duly executed stock powers or other instruments of transfer in blank, and upon the receipt by the appropriate person of the portion of the Purchase Price attributable thereto, legal and valid title to the Interests (other than the Xxxxxx XX Interests and the Xxxxxx GmbH Shares) will pass to Purchaser, free and clear of any Encumbrances, and Purchaser will become the record and beneficial owner of the Interests (other than the Xxxxxx XX Interests and the Xxxxxx GmbH Shares).
The Interests. Other than the Interests and the StemVax membership interests owned by Buyer, StemVax has not issued any other membership interest or other securities (“Securities”). StemVax has not issued and there is not outstanding any option, warrant or convertible securities or other right to purchase or convert any obligation into Securities, and StemVax has not agreed to issue or sell any additional Securities. The Interests are free and clear of all liens, encumbrances, charges and assessments of every nature. No person or entity has any right to acquire the Interests.
The Interests. The Units when issued and sold pursuant to the terms and for the consideration set forth in this Agreement, will be validly issued, fully paid, and nonassessable, free and clear of all liens, security interests, charges, encumbrances, and other adverse claims, other than as will be set forth in the Amended and Restated Operating Agreement of KCCO, to be dated as of the Closing Date (the “Operating Agreement”), pursuant to applicable state and federal securities laws, and liens or encumbrances created by or imposed by KCCO.