Title to the Units. Upon payment for the Units, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to securities accounts of the Underwriters, (i) DTC will acquire good and marketable title to the Units free and clear of all Liens, (ii) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (iii) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Units and (iv) an adverse claim to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, the Company may assume that when such payment, delivery and crediting occur, (x) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Trust’s unit registry in accordance with its organizational documents and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.
Title to the Units. As of the date hereof, such Unitholder is the record or Beneficial Owner of the Units listed opposite the name of such Unitholder on Schedule I hereto. The Units listed opposite the name of such Unitholder on Schedule I hereto are all the securities of the Partnership either held of record or Beneficially Owned by such Unitholder. Such Unitholder has not appointed or granted any proxy, which appointment or grant is still effective, with respect to the Units held of record or Beneficially Owned by such Unitholder. The Units listed opposite the name of such Unitholder on Schedule I hereto are owned free and clear of all security interests, liens, claims, pledges, options, rights of first refusal, limitations on such Unitholder's voting rights, charges and other encumbrances of any nature whatsoever other than liens under applicable law.
Title to the Units. Such Founder is the sole record and beneficial owner of the number and class of Units listed next to the name of such Founder on Exhibit A hereto and has valid right, title and interests in such Units. Such Founder owns such Units free and clear of any liens, claims, options, or other restrictions whatsoever, other than restrictions contemplated by the terms of such securities, the LLC Agreement, any related governance documents or imposed by Federal or state securities laws.
Title to the Units. Seller is the lawful owner, of record and beneficially, of all of the Units and has good, valid and marketable title to such Units, free and clear of any Encumbrances whatsoever and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Seller is not the subject of any bankruptcy, reorganization or similar Proceeding. Except for this Agreement and as set forth on Schedule 5.1(a) there are no outstanding Contracts or understandings between Seller and any other Person with respect to the acquisition, disposition, transfer, registration or voting of or any other matters in any way pertaining or relating to, or any other restrictions on any of the Equity Interests of the Company and, except as contemplated by this Agreement, the Related Documents or the transactions specifically contemplated hereby and thereby, no Person has any right whatsoever to receive or acquire any Equity Interests of the Company. Seller acquired the Units in one or more transactions exempt from registration under the Securities Act and state securities and “blue sky” laws.
Title to the Units. Seller owns of record and beneficially all of the Units and has good and marketable title to all of the Units, free and clear of all Liens (other than any Liens to be released at Closing).
Title to the Units. As of the date hereof, such Seller is the sole record and beneficial owner of, and has good and valid title to, the Units set forth opposite such Seller’s name on the Transaction Consideration Disbursement Schedule, free and clear of all Encumbrances (other than Encumbrances under applicable securities laws and under the Charter Documents of the Companies). Upon delivery of such Seller’s Units to Purchaser at the Closing, Purchaser will acquire all of such Seller’s Units free and clear of any Encumbrances (other than Encumbrances under applicable securities laws).
Title to the Units. Upon payment for the Units pursuant to this Agreement, delivery of such Units, as directed by the Underwriter, to Cede & Co. (“Cede”) or such other nominee as may be designated by the Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Units on the books of DTC to the securities account of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code (the “UCC”)) to such Units), (i) DTC shall be a “protected purchaser” of such Units within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Units and (iii) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Units may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (x) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with its Organizational Documents and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the account of the Underwriter on the records of DTC will have been made pursuant to the UCC.
Title to the Units. Such Seller owns of record and beneficially all of the Units set forth opposite such Seller’s name on Schedule 4.4, and Seller has good and marketable title to such Units, free and clear of all Liens. Upon the delivery of the Units by the Sellers in the manner contemplated under Article 2, Buyer will acquire the direct or indirect beneficial and legal title to the Units free and clear of all Liens except for restrictions on transfer under federal, state and other securities Laws or Liens created by this Agreement or incurred by Buyer or its Affiliates.
Title to the Units. Seller owns of record and beneficially all of the Units, and Seller has, and will at the Closing have, good and marketable title to the Units and the right to deliver such Units to Buyer in accordance with this Agreement, free and clear of all Liens (other than restrictions to which Buyer may be subject under applicable securities laws). No Person other than Seller (or Buyer pursuant to this Agreement) has any existing right, Contract, claim, option or privilege to purchase, sell, transfer, own, acquire or dispose of any of the Units.
Title to the Units. Such Unitholder has good and marketable title to his, her or its Units set forth opposite their name on Schedule 3.6(a), free and clear of all Liens, except for restrictions on transfer (a) arising under applicable securities Laws or (b) set forth in the Limited Liability Company Agreement, and such Units constitute all of the Equity Interests of any Cobalt Company owned or held by such Unitholder. Immediately after Closing, Buyer will own such Units free and clear of all Liens, except for such restrictions on transfer. Other than pursuant to the Limited Liability Company Agreement, such Unitholder is not party to any Contract that would require such Unitholder to sell, transfer or otherwise dispose of any Units (other than this Agreement) and such Unitholder is not party to any voting trust, proxy or other Contract with respect to the voting of any Units.
