Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. Prior to the issuance of the Seller Golden Unit to Buyer Parent, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances. The outstanding Company Membership Interest is owned of record and beneficially by Seller, free and clear of any Encumbrances. The Seminole Stock is owned of record and beneficially by the Company, free and clear of any Encumbrances except as set forth on Schedule 2.2. All of the Membership Interests and the Seminole Stock have been duly authorized and validly issued. Except for this Agreement, the Mapletree Purchase Agreement and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the Membership Interests. There are no voting trusts or other agreements or understandings to which any of the Seller or any of its Subsidiaries is a party with respect to the voting of the Membership Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement and the Seminole Purchase Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Membership Interests or any securities convertible into or exchangeable for any Membership Interests. The Seller has valid and marketable title to the Subject Membership Interest and the sale and transfer of the Subject Membership Interest by the Seller to the Buyer hereunder will transfer title to the Subject Membership Interest to the Buyer free and clear of any Encumbrances.

Capitalization; Title. Prior to the issuance of the Seller Golden Unit to Buyer ParentUnit, all of the outstanding Seller Membership Interests are owned of record and beneficially by WNGL, free and clear of any Encumbrances. The All of the outstanding Company Membership Interest is Interests are owned of record and beneficially by Seller, free and clear of any Encumbrances. The Seminole Stock is All of the outstanding MAPL Membership Interests are owned of record and beneficially by the Company, free and clear of any Encumbrances except as set forth on Schedule 2.2Encumbrances. All of the outstanding Sapling Membership Interests are owned of record and beneficially by MAPL, free and clear of any Encumbrances. All of the Membership Interests and the Seminole Stock have been duly authorized and validly issued. Except for this Agreement, the Mapletree Seminole Purchase Agreement (as defined in Section 9.13) and as set forth on Schedule 2.2, there are no outstanding options, warrants, agreements, conversion rights, preemptive rights or other rights to subscribe for, purchase or otherwise acquire any of the Membership Interests. There are no voting trusts or other agreements or understandings to which any of the Seller or any of its Subsidiaries is a party with respect to the voting of the Membership Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement and the Seminole Purchase Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Membership Interests or any securities convertible into or exchangeable for any Membership Interests. The Seller has valid and marketable title to the Subject Membership Interest Interest, and the sale and transfer of the Subject Membership Interest by the Seller to the Buyer hereunder will transfer title to the Subject Membership Interest to the Buyer free and clear of any Encumbrances. The Golden Unit has been duly authorized and validly issued.