Title to Contributed Interests. Transferor owns, holds of record and is the beneficial owner of the Contributed Interests free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Xxxxxxx’x Organizational Documents, (iii) applicable securities Laws or (iv) the Retained Matters, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith. Xxxxxxx has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Xxxxxxx issued or granted by Xxxxxxx, and there are no agreements of any kind which may obligate Xxxxxxx to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.
Title to Contributed Interests. The Contributor is the owner of record and has good and marketable title free and clear of all liens to the Contributed Interests set forth opposite the Contributor’s name on Schedule I, free and clear of any and all liens. The Contributor is not a party to any option, warrant, purchase right or other contract or commitment (other than this Agreement) that could require the Contributor to sell, transfer or otherwise dispose of all or a portion of such Contributed Interests.
Title to Contributed Interests. The Contributor owns the Contributed Interests free from all Liens. Except for this Agreement and the other Contribution Documents and the transactions contemplated hereby and thereby, there are no agreements, arrangements, options, warrants, calls, rights (including preemptive rights) or commitments of any character to which the Contributor is a party relating to the sale, purchase or redemption of any of the Contributed Interests. Upon delivery to the Purchaser on the Closing Date of the Contributed Interests as contemplated by this Agreement, the Contributor will thereby transfer to the Purchaser good and marketable title to such Contributed Interests, free and clear of all Liens.
Title to Contributed Interests. Transferor owns, holds of record and is the beneficial owner of the Contributed Interests free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Southampton’s Organizational Documents, or (iii) applicable securities Laws, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith. Southampton has no outstanding equity interests other than the Contributed Interests. There are no outstanding options, warrants, rights or other securities convertible into or exchangeable or exercisable for limited liability company interests of Southampton issued or granted by Southampton, and there are no agreements of any kind which may obligate Southampton to issue, purchase, redeem or otherwise acquire any of its limited liability company interests, except as may be contained in its Organizational Documents.
Title to Contributed Interests. Transferor owns, holds of record and is the beneficial owner of the Contributed Interests free and clear of all Liens and restrictions on transfer other than (a) those arising pursuant to (i) this Agreement, (ii) Southampton’s Organizational Documents, (iii) the Credit Facilities (which Liens shall be released or terminated as of Closing), or (iv) applicable securities Laws, or (b) Liens for Taxes not yet due or delinquent or being contested in good faith.
Title to Contributed Interests. Each Member is in possession of and has good, valid and marketable title to, all of the Contributed Interests in which it has interest. Schedule A sets forth complete and correct list of each of the members of Eastern and each of the Membership Interests held by each such member. There are no other equity holders of Eastern other than as set forth on Schedule A. All of the Contributed Interests are held by the Members free and clear of all Liens.
Title to Contributed Interests. The Company hereby conveys, and the Operating Partnership hereby acquires, title to the Contributed Interests on an “as-is” basis.
Title to Contributed Interests. EQC hereby conveys, and EQC Operating Trust hereby acquires, title to the Contributed Interests on an “as-is” basis.
Title to Contributed Interests. Subject to the provisions of the partnership agreement of Windsor Arbor, the Windsor Contributors are the owners of the Windsor Interests set forth opposite their respective names on Schedule A free and clear of all security interests, liens or other encumbrances.
Title to Contributed Interests. Section 5.2 of the Disclosure Schedule correctly and completely sets forth the percentage partnership interest in the Partnerships owned by KAB as of the date hereof. The Contributed Interests owned by KAB is free and clear of all Liens other than the Permitted Liability. There are no agreements or commitments to which KAB is a party obligating KAB to deliver or sell, or cause to be delivered or sold, the Contributed Interests owned by KAB or granting or obligating KAB to grant, extend, or enter into any option, right of first refusal, or other similar agreement or commitment with respect to the Contributed Interests owned by KAB, other than the rights waived in the consents attached hereto as Exhibit 5.3.
