Title to the Transferred Interests. Each Seller owns beneficially and of record and holds good and valid title, free and clear of any Liens, and has full power and authority to convey free and clear of any Liens, the Transferred Interests set forth opposite its name in Section 3.1 of the Seller Disclosure Letter. Upon conveyance of the Transferred Interests to the Buyers, the Buyers will own (directly or indirectly through their ownership of the Transferred Companies) one hundred percent (100%) of the ownership interests in the Transferred Companies. Except as set forth in Section 3.1 of the Seller Disclosure Letter, no Transferred Company is subject to any contracts or other arrangements with respect to voting rights or transferability, and there are no outstanding options, warrants, profits interests, rights (including conversion or preemptive rights) or contracts, for the purchase or acquisition of any portion of the Transferred Interests or securities convertible or exchangeable for any portion of the Transferred Companies, including any of the foregoing issued or entered into with any independent contractor providing services in connection with the Projects, other than as provided in this Agreement or as may have been created by or through the Buyers. Neither Sellers nor any of the Transferred Companies (a) is subject to any obligation (contingent or otherwise) to repurchase or otherwise acquire or retire any Transferred Interests or (b) has violated in any material respect any applicable federal or state securities laws in connection with the offer, sale or issuance of any Transferred Interests.
Title to the Transferred Interests. Sellers are the record and beneficial owners of the FLP Interests (constituting 39.6 percent of the partnership interests in FLP), and the Firecom Shares constituting 514,801 shares of Common Stock of Firecom, par value one cent ($0.01) per share), free and clear of any and all liens, pledges, restrictions, options, rights of first refusal, encumbrances, charges, voting trusts, proxies, powers of attorney, agreements or claims of any kind whatsoever (collectively "Claims"), other than, in the case of the FLP Interests, the FLP limited partnership agreement dated November 14, 1991 (the "LPA"). Sellers have the legal right, power and authority to sell, assign, transfer and deliver the Transferred Interests to Buyers as provided in this agreement, and such delivery will convey to Buyers lawful, valid and marketable title to the Transferred Interests, free and clear of any and all Claims (other than, the case of the FLP Interests, the LPA). The FLP Interests constitute Sellers' entire beneficial and record interest as partners in FLP; and the Firecom Shares constitute Seller's entire beneficial and record interest in the capital stock of Firecom. Sellers have never sold, transferred, assigned, pledged or granted a security interest in any portion of the Transferred Interests and Sellers have never given any proxy or power of attorney with respect to the Transferred Interests, except in the case of the Firecom Shares, for the proxy to Buyers granted September 30, 1995 pursuant to the Separation Agreement.
Title to the Transferred Interests. The Seller Parties have good and valid title to the Transferred Interests, in each case, free and clear of any Liens other than restrictions on transfer that may be imposed by applicable laws or the organizational documents of the Companies or the applicable JVs. Other than this Agreement, the Transferred Company Interests are not subject to any voting agreement or other Contract, including any Contract restricting or otherwise relating to the voting, dividend rights or disposition of Transferred Company Interests. Upon delivery to Buyer at the Closing of certificates or other evidence representing the Transferred Interests held by the Seller Parties, good and valid title to such Transferred Interests will pass to Buyer, free and clear of any Liens, other than restrictions on transfer that may be imposed by applicable law or the organizational documents of the Companies or the applicable JVs.
Title to the Transferred Interests. At the Closing, such Seller will own beneficially and of record, free and clear of any Liens, the Transferred Interests, except for (a) Liens created under the Organizational Documents of the applicable Company (or Company Subsidiary) or other Liens which will be discharged at or prior to the Closing, (b) Liens on transfer imposed under applicable securities Laws and (c) Liens created by Buyer or any of its respective Affiliates.
