Every one of the outstanding and issued shares of MM–RM have already been duly authorized, are validly granted, completely compensated, and non-assessable, and therefore are easily owned by MMI. None regarding the stocks have already been pledged, encumbered or hypothecated by any means. There are not any outstanding or options that are authorized warrants, purchase liberties, membership legal rights, conversion liberties, trade legal rights, or any other agreements or commitments that may need MM–RM to issue, sell or elsewhere cause to be outstanding some of the money stock of MM–RM. There are no outstanding or authorized stock admiration, phantom stock, revenue involvement, or comparable legal rights pertaining to MM–RM. Likewise, every one of the Membership Interest of LWC happens to be duly authorized, is legitimate, completely compensated, and non-assessable, and it is easily owned by L&W and Seller Affiliates Sellers to name. None for the Membership Interest has been pledged, encumbered or hypothecated by any means. There are not any rights that are outstanding other agreements or commitments which could require LWC to give, offer or else cause in order to become outstanding any one of its Membership Interest.
Ownership. Vendors would be the holders of record and beneficially very own, and now have good and marketable name to every one of the Assets and Target Companies passions, and such assets and passions are free and away from any encumbrances, limitations on transfer (apart from any limitations under securities or comparable appropriate demands), claims, taxes, security interests, choices, warrants, legal rights, contracts, phone phone calls, commitments, equities and needs.