Assignor hereby represents and warrants to Assignee that: (i) Assignor, wholly owned by Parent, is the valid owner and holder of the Membership Interests, free and clear of all liens, claims and encumbrances of any nature whatsoever; (ii) Assignor has the full and valid right to assign the Membership Interests as hereby contemplated without any consent from any other parties and (iii) the assets and liabilities listed on Schedule II attached hereto represent all of the assets of the Subsidiaries.