Seller owns legal and valid title to the Units, free and clear of any and all Liens, except for those contained in the Operating Agreement. Other than the Units, Seller does not own any other equity interests in the Company. Other than the Operating Agreement, Seller is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any equity interests of the Company. Other than the Operating Agreement, there are no agreements, arrangements, commitments or undertakings between Seller and any Person or entity restricting or otherwise relating to voting, redemption or dividend rights or the sale, purchase or other disposition of the equity interests of the Company. Subject to Buyer’s consent to the transactions contemplated hereunder, Seller has the power and authority to sell, transfer, assign and deliver the Units as provided in this Agreement and, upon the consummation of the transactions contemplated by this Agreement, Buyer shall have good and valid title to the Units, free and clear of any and all Liens.