Title to Partnership Interest. Seller has good title to the Partnership Interest, free from all liens, mortgages, pledges, security interests, and other encumbrances.
Title to Partnership Interest. At closing, PRC-St. Regis shall have authority and ability to convey to the Buyer and shall have taken all necessary corporate action to convey good and indefeasible title to the Partnership Interest, free and clear of all covenants, restrictions, reversions, remainders, or interests of others, and all liens, pledges, charges or encumbrances of any nature whatsoever, including, but without limitation, the pledge of PRC-St. Regis' interest in the Partnership as security for PRC-St. Regis' and/or President Riverboat Casino, Inc.'s (or its successors' or assigns') obligations under the $100,000,000 in principal amount of 13% Senior Notes due 2001 issued by President Riverboat Casino, Inc. to United States Trust Company of New York, as collateral agent, for the ratable benefit of the holders of the Senior Notes.
Title to Partnership Interest. IPHC holds good title to the Partnership Interest, free and clear of any and all liens, security interests, claims or other encumbrances.
Title to Partnership Interest. KJC has good and valid title to the KJC Partnership Interest, and AJI has good and valid title to the AJI Partnership Interest. At the Closing and upon delivery of the Kaiser Partnership Interests and payment therefor pursuant hereto, Buyer will acquire good and valid title to the Kaiser Partnership Interests free and clear of all Liens, except as may be created by Buyer and except for transfer restrictions under applicable securities Laws.
Title to Partnership Interest. Optionor is the sole owner of the Partnership Interest and owns beneficially and of record free and clear of any claim, lien, pledge, voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, rights of assignment, purchase rights or other rights of any nature whatsoever of any third party (collectively, "ENCUMBRANCES"), and has full power and authority to convey free and clear of any Encumbrances, its Partnership Interest and, upon payment for such Partnership Interest, Optionee (or its designee) will acquire good and valid title thereto, free and clear of any Encumbrances except Encumbrances created in favor of Optionee by the transactions contemplated hereby. Optionor has no equity interest, either direct or indirect, in the Properties or the Partnerships except for the Partnership Interest which is the subject of this Option Agreement.
Title to Partnership Interest. It owns the Partnership Interest registered in its name free and clear of any Security Interest other than Security Interest permitted by Section 9.1. Each Special Partner hereby covenants and agrees that it shall not change its status under Sections 7.1(b) and 7.1(g) as represented and warranted herein, shall promptly provide evidence of its status under Section 7.1(b) to the General Partner upon reasonable request and shall not Transfer its Partnership Interest or any part thereof to any Person which would be unable to make the representations and warranties set forth in this Section 7.1.
Title to Partnership Interest. At closing, the Seller shall have authority and ability to convey to the Buyer and shall have taken all necessary corporate action to convey good and indefeasible title to the Partnership Interest, free and clear of all covenants, restrictions, reversions, remainders, or interests of others, and all liens, pledges, charges or encumbrances of any nature whatsoever.
Title to Partnership Interest. Woodland holds good title to the Partnership Interest, free and clear of any and all liens, security interests, claims or other encumbrances.
Title to Partnership Interest. Seller has, and will have on the Closing Date, good and valid title to the Partnership Interest, free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, covenants, charges or encumbrances of any nature whatsoever, perfected or unperfected (collectively "Liens"). The Partnership Interest is not subject to any restrictions with respect to the transferability thereof, except those restrictions contained in the Partnership Agreement. Seller has complete and unrestricted power and right to sell, assign, convey and deliver the Partnership Interest to Buyer as contemplated hereby. On the Closing Date, Buyer will receive good and valid title to all the Partnership Interest, free and clear of all Liens of any nature whatsoever.
Title to Partnership Interest. 35 6.04 Brokerage.................................................................................... 35 6.05
