Common use of The Interest Clause in Contracts

The Interest. With respect to each Acquired Companies Annex, Seller is the sole member of each Company described in such Acquired Companies Annex, and holds such Interest free of all Encumbrances or restrictions on transfer other than (a) those arising under the Organizational Documents of the Company, (b) those arising under this Agreement, (c) those securing Taxes not yet due and payable, (d) those arising under any applicable securities Laws of any jurisdiction and (e) those described in Schedule 4.3 to the applicable Acquired Companies Annex for such Company. Seller is the only Person with an interest in the profits, losses, distributions and capital of, or other economic interest in, each Company. Each such Interest is validly issued and fully paid. Seller has good and valid title to each such Interest, free and clear of all Encumbrances other than as provided in the first sentence of Section 4.3.