Title to the Purchased Interests. 55 Corporate Seller: (i) has good and valid title to and is the lawful owner, of record and beneficially, of the Seller 55 Corporate Interest; and (ii) has title to such Seller 55 Corporate Interest, free and clear of any and all liens, pledges, encumbrances, claims, charges, equities, agreements, rights, options or restrictions of any kind, nature or description whatsoever.
Title to the Purchased Interests. As of the date hereof and as of the Closing, Seller is and will be the sole record owner of, and has good and valid title to, the Purchased Interests free and clear of all Encumbrances (other than restrictions imposed by applicable securities Laws). Upon delivery of the Purchased Interests to Purchaser on the Closing Date, Purchaser will acquire all of the Purchased Interests free and clear of any Encumbrances (other than restrictions imposed by applicable securities Laws and Encumbrances created solely by action of Purchaser). Seller does not and will not at the Closing hold the Purchased Interests in certificated form. Section 4.6
Title to the Purchased Interests. Seller has good and valid title to all of the Purchased Interests, and the Purchased Interests are beneficially and of record owned by Seller, free and clear of all Liens. The Purchased Interests constitute 100% of the Equity Securities of the Company. The consummation of the transactions contemplated hereby will convey to Purchaser good and valid title to the Purchased Interests free and clear of all Liens. There are no voting trusts, irrevocable proxies or other Contracts or understandings to which Seller is a party or is bound with respect to the voting, repurchase, redemption, sale, transfer or other acquisition or disposition of the Purchased Interests. There are no current preemptive or other outstanding rights, options, warrants, agreements or commitments of any character under which Seller is or may become obligated to sell, or giving any Person a right in or to acquire any of the Purchased Interests.
Title to the Purchased Interests. Sellers own good, valid and marketable title to the Purchased Interests, free and clear of any and all Liens, and upon delivery of the Purchased Interests to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer’s payment of the Purchase Price payable at the Closing in accordance with Section 1.3, the entire legal and beneficial interest in the Purchased Interests and good, valid and marketable title to the Purchased Interests, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.
Title to the Purchased Interests. Such Seller (other than DPF) owns of record and beneficially, and has good and valid title to, free and clear of any Liens, other than restrictions imposed by federal or state securities laws, the Class A Interests and Class B Interests (including with respect to capital account balance and profits interest) set forth opposite such Seller's name on ANNEX B attached hereto. In the case of DPF, as of the date hereof, DPF has the right to acquire pursuant to the SLA Purchase Agreement, and as of the Closing will own of record and beneficially, and will have good and valid title to, free and clear of any Liens, other than restrictions imposed by federal or state securities laws, the Class A Interests (including with respect to capital account balance) set forth opposite DPF's name on ANNEX B attached hereto. In the case of SCM, Sachs owns of record and beneficially, and has good and valid title to, free and clear of any Lien, other than restrictions imposed by federal or state securities laws, all of the membership interests in SCM. Such Seller has, and in the case of DPF, DPF will have upon consummation of the purchase and sale of the SLA Interest in accordance with the SLA Purchase Agreement, full power and authority to transfer, sell and deliver its Purchased Interests to the Purchaser pursuant to this Agreement and, on the terms and subject to the conditions hereof, at the Closing will transfer, sell and deliver to the Purchaser good and valid title to the Purchased Interests set forth opposite such Seller's name on ANNEX B attached hereto, free and clear of any Liens other than (i) Liens created by the Purchaser and (ii) restrictions imposed by federal or state securities laws. Other than the Existing Operating Agreement, there are no voting trusts, voting agreements, proxies or other agreements, instruments or undertakings with respect to the management or control of the Company to which such Seller is a party.
Title to the Purchased Interests. After the completion of the Pre-Closing Restructuring and as of immediately prior to the Closing, Seller (or its Affiliates) will own one hundred percent (100%) of the JV HoldCo Interests, including one hundred percent (100%) of the Purchased Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicable securities Laws. After completion of the Pre-Closing Restructuring and as of immediately prior to the Closing, neither Seller nor any of its Affiliates will hold any equity or debt interests in JV other than the JV HoldCo Interests. Upon consummation of the Transactions, Buyer will own (i) JV HoldCo Interests representing indirect ownership of the Buyer Ownership Percentage of the Company Interests and, indirectly, (ii) the Buyer Ownership Percentage of the Company Interests, in each case free and clear of Liens other than Liens imposed by Buyer or restrictions on transfer under applicable securities Laws, the JV LLC Agreement, the Newco LLC Agreement or the JV Letter Agreement.
Title to the Purchased Interests. (a) The Purchased Interests are duly authorized, validly issued and free of, and were issued in compliance with, any preemptive rights in respect thereto. Parent is the sole lawful record and beneficial owner of, and has good, valid and marketable title to, the Purchased Interests, and Parent owns the Purchased Interests free and clear of all Liens other than (i) those created pursuant to Contracts to which Investor or any of its Affiliates is a party, and (ii) those that may be deemed to exist pursuant to securities Laws of general applicability.
