Common use of Capitalization; Title Clause in Contracts

Capitalization; Title. All of the outstanding partnership interests of the Company are owned of record and beneficially by LLC1 and LLC2. All of the outstanding limited liability company interests of each of LLC1 and LLC2 are owned of record and beneficially by a wholly-owned subsidiary of the Seller Parent. All of the Interests have been duly authorized and validly issued. Except for this 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 the Interests. There are no voting trusts or other agreements or understandings to which any of the Sellers or the Company is a party with respect to the voting of the Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Interests or any securities convertible into or exchangeable for any Interests. LLC 1 and LLC2 have valid and marketable title to the Interests and the sale and transfer of the Interests by LLC1 and LLC2 to Buyer1 and Buyer2 hereunder will transfer title to the Interests to such buyers free and clear of any Encumbrances.

Capitalization; Title. All of the outstanding partnership interests of the Company are owned of record and beneficially by LLC1 and LLC2. All of the outstanding limited liability company interests of each of LLC1 and LLC2 are owned of record and beneficially by a wholly-owned subsidiary of the Seller Parent. All of the Interests have been duly authorized and validly issued. Except for this 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 the Interests. There are no voting trusts or other agreements or understandings to which any of the Sellers or the Company is a party with respect to the voting of the Interests. There is no indebtedness of the Company having general voting rights issued and outstanding. Except for this Agreement, there are no outstanding obligations of any person to repurchase, redeem or otherwise acquire outstanding Interests or any securities convertible into or exchangeable for any Interests. LLC 1 LLC1 and LLC2 have valid and marketable title to the Interests and the sale and transfer of the Interests by LLC1 and LLC2 to Buyer1 and Buyer2 hereunder will transfer title to the Interests to such buyers free and clear of any Encumbrances.