Title to Purchased Interests. Seller is the record and beneficial owner of, and has good and valid title to, the Purchased Interests free and clear of all Liens. Seller is not a party to any option, warrant, purchase right or other Contract that could require Seller to sell, transfer or otherwise dispose of any such limited liability company interests of the Company (other than this Agreement). Seller is not a party to any voting trust, proxy or other Contract with respect to the voting of any limited liability company interests of the Company.
Title to Purchased Interests. Viking is the sole record and beneficial owner of the Purchased Interests and has good and marketable title to all of the Purchased Interests, free and clear of any liens, claims, charges, options, rights of tenants or other encumbrances. Viking has sole managerial and dispositive authority with respect to the Purchased Interests and has not granted any person a proxy or option to buy the Purchased Interests that has not expired or been validly withdrawn. The sale and delivery of the Purchased Interests to Camber pursuant to this Agreement will vest in Camber the legal and valid title to the Purchased Interests, free and clear of all liens, security interests, adverse claims or other encumbrances of any character whatsoever (“Encumbrances”).
Title to Purchased Interests. Such Seller owns beneficially and of record the interests in the Company set forth beside such Seller’s name in Section 4.2 of the Company Disclosure Letter and has good title to such interests, free and clear of all Claims (other than those contained in this Agreement, the Existing Organizational Documents and Permitted Claims as listed in Section 5.1 of the Company Disclosure Letter).
Title to Purchased Interests. Such Seller owns beneficially and of record the interests in the Company set forth beside such Seller’s name in Exhibit B and has good title to such interests, free and clear of all Claims (other than those contained in the Existing Organizational Documents).
Title to Purchased Interests. Seller is the record and beneficial owner of the Purchased Interests set forth on Section 4.04 of the Disclosure Schedule, and holds good and valid title to such Purchased Interests free and clear of any and all mortgages, security interests, charges, easements, rights, options, claims, restrictions, encumbrances, encroachments, indentures, deeds of trust, title irregularities, licenses or leases to third parties, or other liens or limitations of any kind (collectively, “Liens”), other than Permitted Liens. As of the Closing Date, Seller has the sole power and authority to sell, transfer, assign and deliver the Purchased Interests as provided in this Agreement, and such delivery will convey to Purchaser good and valid title to the Purchased Interests, free and clear of any and all Liens (other than Liens imposed by Applicable Law related to the sale, transfer, pledge or other disposition of securities). Seller is not a party to any voting trust or other voting agreement with respect to any of the Purchased Interests or to any agreement relating to the issuance, sale, redemption transfer or other disposition of the Purchased Interests.
Title to Purchased Interests. (a) The General Partner represents that it holds of record and owns beneficially the General Partnership Interest and the Subordinated Notes set forth by its name in Section 4.3 of FrontierVision's Disclosure Schedule, free and clear of all Encumbrances.
Title to Purchased Interests. Seller is the record and beneficial owner of, and holds good and valid title to, the Purchased Interests free and clear of any and all mortgages, security interests, charges, easements, rights, options, claims, restrictions, encumbrances or other liens of any kind (collectively, “Liens”), other than liens of the type described in clause (l) of the definition of Permitted Liens, and Liens in connection with the PNC Credit Agreement, which will be released at Closing.
Title to Purchased Interests. Such Seller owns, beneficially and of record, all of the Purchased Interests identified opposite such Seller's name on Schedule 2.1, free and clear of all liens and encumbrances other than, (i) liens securing obligations under the Credit Facility, and (ii) if applicable, any liens or encumbrances that will be terminated or otherwise released prior to the Closing. Upon the Closing, the Buyer will have valid title to all of the Purchased Interests identified opposite such Seller's name on Schedule 2.1, free and clear of all liens and encumbrances, other than any liens or encumbrances created by the Buyer or arising through Buyer, and other than pledges required by the Credit Facility (which the lenders are required to release in accordance with the terms of the Credit Facility and associated pledge documents).
Title to Purchased Interests. 17 4.2 ENFORCEABILITY OF AGREEMENT...........................................17 4.3 NO CONFLICT; REQUIRED FILINGS AND CONSENTS............................17 4.4 STOCK OF CERTAIN CORPORATE PARTNERS OF THE COMPANY....................18 4.5
Title to Purchased Interests. Each Seller is the sole record and beneficial owner of the Membership Interests set forth opposite such Seller’s name on Schedule 2.4, and has good and valid title to such Membership Interests, free and clear of any Liens and with no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Together, Sellers are the sole record and beneficial owner of all of the issued and outstanding Membership Interests. All of the Equity Interests issued by the Company and the Company Subsidiaries (including the Membership Interests) have been issued in transactions exempt from registration under the Securities Act and the rules and regulations promulgated thereunder and all applicable state securities or “blue sky” laws, and neither the Company nor any Company Subsidiary has violated the Securities Act or any applicable state securities or “blue sky” laws in connection with the issuance of any such Equity Interests.
