Seller is the sole record and beneficial owner of the Purchased Interests, free and clear of any and all Encumbrances (other than those existing under applicable federal or state securities Laws), and such Purchased Interests were issued in full compliance with applicable securities Laws. Seller has good and marketable title to the Purchased Interests and has the power and authority to sell, transfer, assign and deliver the Purchased Interests, and such delivery will convey to Buyer at the Closing good and valid title to such Purchased Interests free and clear of any and all Encumbrances (other than those existing under applicable federal or state securities Laws).