Common use of Interests and Property Clause in Contracts

Interests and Property. (a) The Interests will be on the Closing Date, free and clear of all liens and encumbrances and each of the Sellers has good, marketable title thereto and the right to convey same in accordance with the terms of this Agreement. Upon delivery of the Sellers' Assignment and Assumption Agreement to the Purchaser at Closing, good valid and marketable title to each and every Sellers' respective Interests, free and clear of all liens and encumbrances, will pass to the Purchaser. The Interests and Sellers' remaining 25% interests in the LLC constitute the only outstanding securities of the LLC. On the Closing Date, there shall be no pledge, lien or encumbrance on any of the membership interests in the LLC. (b) The Property will be on the Closing Date, free and clear of all liens and encumbrances, except for the Permitted Title Exceptions and the lien of the existing deed of trust, and the LLC has good, marketable title thereto and the right to convey same. The LLC is the fee simple owner of the Real Property and the sole owner of the Property.