Ownership of the Units Clause Samples

Ownership of the Units. (a) As of the Cut-Off Date, good and valid ownership of each Unit will be validly and effectively vested in the Origination Trust, free and clear of all Adverse Claims, except for Permitted Liens (and no Adverse Claim, other than an Adverse Claim of the type described in clause (1)(f) of the definition of Permitted Liens, shall be noted on the certificate of title for any Vehicle included in any such Unit). (b) As of the Closing Date, good and valid ownership of the beneficial interest in each Unit will be validly and effectively conveyed to, and vested in the Buyer, free and clear of all Adverse Claims, except for Permitted Liens.

Ownership of the Units. Seller owns the Units beneficially and of record, free and clear of any liens, claims or encumbrances of any kind (collectively, “Encumbrances”). Upon the sale in accordance with, and payment pursuant to, the terms hereof, the Purchaser will receive good title to the Units, free and clear of all Encumbrances, other than (a) transfer restrictions hereunder and under the other agreements contemplated hereby, (b) transfer restrictions under federal and state securities laws, and (c) Encumbrances imposed due to the actions of the Purchaser, and the sale of the Units to the Purchaser is not subject to any preemptive rights or rights of first refusal or other similar rights.

Ownership of the Units. Immediately prior to any Delivery Date on which the Company is selling Units, the Company will have, good and marketable title to the Units to be sold by the Company hereunder on such Delivery Date, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect thereof, free and clear of all Liens.

Ownership of the Units. The Selling Unitholder, immediately prior to the Delivery Date, will have (i) a valid “security entitlement” within the meaning of Section 8-501 of the UCC in respect thereof, free and clear of all Liens and (ii) legal right, power and capacity (if the Selling Unitholder is an individual) and corporate, limited liability company, partnership or similar power and authority (if the Selling Unitholder is not an individual), to sell, transfer and deliver the Units to be sold by the Selling Unitholder, and has duly and irrevocably authorized the Partnership, on behalf of such Selling Unitholder to deliver the Units to be sold by such Selling Unitholder pursuant to this Agreement and receive payment therefore pursuant hereto.

Ownership of the Units. Such Seller owns the Units set forth next to such Seller’s name on Section 3.03 of the Sellers’ Disclosure Schedule free and clear of all Encumbrances other than those set forth on Section 3.03 of the Sellers’ Disclosure Schedule, those arising pursuant to applicable federal and state securities laws and such restrictions as are set forth in the Governing Documents of the Target Company. Upon the transfer of the Units to the Purchaser on the Closing Date in accordance with this Agreement, the Purchaser will receive good and valid title to the Units, in each case, free and clear of all Encumbrances other than those arising pursuant to applicable federal and state securities laws.

Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Units to be sold by the Company hereunder on the Closing Date or Additional Closing Date, as the case may be, 4,401,250 Subordinated Units and the right to receive the Incentive Distributions, free and clear of all Liens, except (i) as of the date this Agreement, the Pledge and (ii) as of the Closing Date or any Additional Closing Date, as the case may be, for the Pledge of any Units not required to be delivered on such date, and has full power and authority to sell its interest in the Units.

Ownership of the Units. The Company has, and immediately prior to the Closing Date and any Additional Closing Date will have, good and valid title to the Trust Units to be sold by the Company hereunder, free and clear of all liens, encumbrances, equities or claims whatsoever, and the Company has full power and authority to sell, assign, transfer and deliver such Trust Units hereunder; and, upon the delivery of such Trust Units and payment therefor pursuant hereto, good and valid title to such Trust Units, free and clear of all liens, encumbrances, equities or claims, will pass to the several Underwriters.

Ownership of the Units. Except for certain rights set forth in the Operating Agreement (which such Seller has waived pursuant to Section 7.13 below), such Seller owns good and marketable record and beneficial title to the number of Units set forth opposite such Seller’s name on Schedule 4.4 of the Company Disclosure Schedule, and such Units (a) have been duly authorized, and are validly issued, fully paid, nonassessable and free of any preemptive rights, and (b) are free and clear of any Encumbrance. Other than the Units set forth opposite such Seller’s name on Schedule 4.4 of the Company Disclosure Schedule, such Seller does not own any Units or any other equity or debt security of the Company or any right of any kind to have any such equity or debt security issued to such Seller. Except for certain rights set forth in the Operating Agreement (which such Seller has waived pursuant to Section 7.13 below), there are no outstanding contractual obligations of any of the Sellers or the Company to repurchase, redeem or otherwise acquire any Units. Upon consummation of the Closing, the Buyer shall have obtained good and valid title to the Units purchased from such Seller, free and clear of any Encumbrance. Except for certain rights set forth in the Operating Agreement (which such Seller has waived pursuant to Section 7.13 below) and in this Agreement including Article XII, such Seller has the exclusive right, power and authority to vote the Units, and such Person owns and has granted no outstanding proxy as to any of such Units. Except for certain rights set forth in the Operating Agreement (which such Seller has waived pursuant to Section 7.13 below), such Seller is not a party to or bound by any agreement or any other Contract affecting or relating to such Seller’s right to sell or otherwise transfer or vote the Units held by such Seller (except such as shall be terminated in full on or prior to the Closing), and such Seller’s sale of the Units to the Buyer hereunder will not violate the legal rights of any Person or give any Person any cause of action or claim against such Seller or the Buyer.

Ownership of the Units. Seller owns the Units covered by this Agreement free and clear of all liens, encumbrances, security interests, charges or claims and shall maintain ownership of the Units free and clear of all liens, encumbrances, security interests, charges or claims until the earlier of (i) the Expiration Date or (ii) three business days following the exercise of the Option.