Title to the Interests. He owns, beneficially and of record, all of his Interests in CNS, free and clear of any Liens and Indebtedness.
Title to the Interests. Seller has valid and marketable title to the Interests to be sold by it hereunder, free and clear of any Liens, except for the applicable restrictions set forth under Sections 10.1 and 10.3 of the Globalstar Partnership Agreement.
Title to the Interests. The LLC Seller owns good, valid and marketable title to all of the Interests, free and clear of any and all Liens (other than Liens under securities Laws) and upon delivery of the LLC Seller’s Interests to the Purchaser on the Closing Date in accordance with this Agreement and upon Purchaser’s payment of the closing payments in accordance with Section 1.1, the entire legal and beneficial interest in the LLC Seller’s Interests and good, valid and marketable title to such Interests, free and clear of all Liens (other than Liens under securities Laws or otherwise imposed by the Purchaser or its creditors), will pass to the Purchaser. Except as otherwise set forth on Schedule 3.3(a), other than this Agreement and the Charter and Governing Documents of the Company, there are no outstanding contracts, commitments, understandings, arrangements or restrictions (other than applicable federal and state securities Laws) to which any of the LLC Seller or the Individual Sellers is a party or by which any of the LLC Seller of the Individual Sellers is bound relating to any of such Interests.
Title to the Interests. (a) The Company Interests are owned by Parent and US Entity as set forth in Schedule 3.4(a) of the Parent Disclosure Schedules, free and clear of any Encumbrances (other than (i) such Encumbrances which were incurred by Purchaser or which Purchaser caused to be incurred as a result of the transactions contemplated by this Agreement and (ii) Permitted Encumbrances). The Company Interests being acquired from Parent and US Entity represent 100% of the issued and outstanding equity interests in the Company. There is no option, warrant, purchase right, commitment, undertaking, Contract or understanding of any kind (other than this Agreement) that could, directly or indirectly, restrict the transfer of, or otherwise restrict the voting, dividend rights, sale or other disposition of the Company Interests.
Title to the Interests. The Nominee hereby represents and warrants that the Nominee is the record owner of the Interests on the books and records of the Company.
Title to the Interests. As of the date hereof, such Seller is the sole record and beneficial owner of, and has good and valid title to, the Purchased Interests set forth opposite such Seller’s name on Schedule 4.6 free and clear of all Liens other than restrictions on transfer set forth in the Organizational Documents of the Company and which are effectively waived hereby at Closing. Upon delivery of such Seller’s Purchased Interests to the Buyer on the Closing Date, the Buyer will acquire all of such Seller’s Purchased Interests free and clear of any Liens. Such Seller does not and will not at the Closing hold the Purchased Interests in certificated form.
Title to the Interests. Each Seller has good title to, and it is the sole owner of record and beneficially of, the applicable Membership Interest to be sold by it pursuant to this Agreement, free and clear of any and all claims.
Title to the Interests. South Oil has good and marketable title to the Class A Interests, and the Class A Interests are owned of record and beneficially by South Oil, free and clear of any Liens. Except for this Agreement, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights, or other rights to subscribe for, purchase or otherwise acquire the Class A Interests. There are no voting trusts or other agreements or understandings to which South Oil or any of its subsidiaries is a party with respect to the voting of the Class A Interests, and there is no indebtedness of South Oil or its subsidiaries issued and outstanding that has general voting rights with respect to the Class A Interests. Except for this Agreement, there are no outstanding obligations of any Person to repurchase, redeem or otherwise acquire any of the Class A Interests.
Title to the Interests. Seller represents and warrants that it owns Defensible Title to the Interests as of the date this Agreement is executed and will convey to Buyer Defensible Title to the Interests on the Closing Date.
Title to the Interests. Seller owns good and valid title to the Interests, free and clear of any and all Liens other than Liens that will be released at Closing and restrictions on transfer that may be imposed by federal or state securities laws. Upon Buyer’s payment of the Purchase Price in accordance with Section 2.2, Buyer will own good and valid title to Seller’s Interests, free and clear of any and all Liens, and good and valid title to Seller’s Interests, free and clear of any and all Liens, will pass to Buyer.
