Ownership of the Purchased Interests. The Thomas Entities have good and valid title to 32% of the membership ▇▇▇▇▇ests in GTG and 32% of the membership interests in GTG Intangible, which membership interests constitute the Purchased Interests. The Thomas Entities have the absolute right, power and capacity to sel▇, ▇▇▇ign, transfer and deliver all right, title and interest both legal and equitable, in and to the Purchased Interests, to Genlyte in accordance with the terms of this Agreement, free and clear of all Encumbrances. The Purchased Interests are registered in the names of the Thomas Entities as set forth in Schedule 4.3; provided; however, t▇▇▇ ▇▇omas shall have the right to update Schedule 4.3 prior to Closin▇ ▇▇ ▇eflect other direct or indirect wholly-owned subsidiaries of Thomas and such updated Schedule 4.3 shall not constitute a breach ▇▇ ▇▇is Section 4.3. Notwithstanding anything in this Agreement to the contrary but subject to Article VIII, immediately following the Closing Thomas shall have transferred or shall have caused the Transferrin▇ ▇▇▇▇liates to have transferred good and valid title and all right, title and interest in and to a 32% Percentage Interest in GTG and 32% of the membership interests in GTG Intangible to Genlyte, free and clear of any Encumbrances.
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Ownership of the Purchased Interests. The Thomas ▇▇▇▇▇▇ Entities have good and valid title to 32% of the membership ▇▇▇▇▇ests interests in GTG and 32% of the membership interests in GTG Intangible, which membership interests constitute the Purchased Interests. The Thomas ▇▇▇▇▇▇ Entities have the absolute right, power and capacity to sel▇sell, ▇▇▇ignassign, transfer and deliver all right, title and interest both legal and equitable, in and to the Purchased Interests, to Genlyte in accordance with the terms of this Agreement, free and clear of all Encumbrances. The Purchased Interests are registered in the names of the Thomas ▇▇▇▇▇▇ Entities as set forth in Schedule 4.3; provided; however, tthat ▇▇▇▇▇▇ ▇▇omas shall have the right to update Schedule 4.3 prior to Closin▇ ▇▇ ▇eflect Closing to reflect other direct or indirect wholly-owned subsidiaries of Thomas ▇▇▇▇▇▇ and such updated Schedule 4.3 shall not constitute a breach ▇▇ ▇▇is of this Section 4.3. Notwithstanding anything in this Agreement to the contrary but subject to Article VIII, immediately following the Closing Thomas ▇▇▇▇▇▇ shall have transferred or shall have caused the Transferrin▇ ▇▇▇▇liates Transferring Affiliates to have transferred good and valid title and all right, title and interest in and to a 32% Percentage Interest in GTG and 32% of the membership interests in GTG Intangible to Genlyte, free and clear of any Encumbrances.
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