Absence of Encumbrances a. No consent, approval or waiver of rights by any third party is required with respect to the transactions contemplated herein. To the best of Sellers’ knowledge, there are no preferential purchase rights affecting the Subject Properties. Upon execution of this Agreement, Sellers will have taken all necessary actions pursuant to each of their governing documents to fully authorize the execution and delivery of this Agreement and any transaction documents related hereto, and the consummation of the transactions contemplated hereby and thereby.
Absence of Encumbrances. RW LSG Holdings has not borrowed any amount, incurred any indebtedness, or made any loans or advances to any Person. The Optioned Series H Stock is held free and clear of any Encumbrances other than pursuant to agreements the Public Filings.
Absence of Encumbrances. Except as refers to Abengoa, to refrain from granting any type of real guarantee (including pledges, mortgages or any other type of real lien or encumbrance) on the assets and rights in favour of third party creditors other than the Existing Guarantees. The terms of the preceding paragraph shall not apply to:
Absence of Encumbrances. After consummation of the transactions to be effected at the TVCC Contribution Closing, the Company will own all of the outstanding equity interests of TVCC free and clear of any Encumbrance.
Absence of Encumbrances. Other than a Permitted Encumbrance, the Securities are free and clear of any Encumbrances and attachments and no rights have been granted in favour of any third party with regard to the acquisition or Encumbrances in respect of the Securities.
Absence of Encumbrances. The Initial Shares and the Warrants have been duly authorized by all necessary corporate action. When issued and sold against receipt of consideration thereof, the Initial Shares will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of the Initial Shares are validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Maryland law. The Warrants, when executed and delivered by the Company, will be validly issued. Any shares of Company Common Stock issued by the Company upon the exercise of the Warrants in accordance with their terms will be validly issued by the Company, fully paid, non-assessable, will not subject the holders thereof to personal liability and will not be issued in violation of preemptive rights. The voting rights provided for in the terms of any shares of Company Common Stock issued upon exercise of the Warrants will be validly authorized and shall not be subject to restriction or limitation in any respect except as set forth in the Company’s Articles of Incorporation or Maryland law.
Absence of Encumbrances. The Loans to be acquired by Purchaser at the Initial Closing, the Subsequent Closing or the Closing, as applicable, shall be free and clear of all Encumbrances (including any interest in favor of FHLB), as evidenced by documentation in form and substance reasonably acceptable to Purchaser (including, as applicable, a triparty agreement among Purchaser, Seller and FHLB). (h)
Absence of Encumbrances. Except as provided in the Escrow Agreement, the parties hereto represent and warrant that no person, entity or attorney has any lien rights in or relating to the matters covered by this Agreement, the CLAIMS they are releasing pursuant to this Agreement, or the consideration they are to receive pursuant to this Agreement. Any party who breaches this warranty shall fully indemnify the other party affected thereby including but not limited to reimbursement of the costs of defending any CLAIMS brought by third parties. Any party damaged by such breach is expressly granted the right to select its own counsel and control the manner in which the defense of any such CLAIM is conducted.
Absence of Encumbrances. The Company is the owner, beneficially and of record, of the Common Stock and owns the Common Stock free and clear of any lien, mortgage, adverse claim, charge, security interest, encumbrance, restriction, limitation, contract, agreement, arrangement, understanding, instrument, obligation, defect or irregularity ("Liens"). Upon delivery of the Common Stock to Peregrine, Peregrine will acquire good and marketable title to the Common Stock free and clear of any Liens, including restrictions and limitations that may arise under community property or similar laws, subject, however, to such restrictions on resale as may exist under Rule 144 or other applicable laws until such time as the Common Stock is registered or exempt from registration.
Absence of Encumbrances. Except for ownership claims, restrictions and other terms listed or disclosed in Schedule A, B, and C, Borrowers' right, title and interest in and to the Collateral are free and clear of any and all liens, security interests, options, licenses, pledges, assignments, encumbrances and/or agreements of any kind. To the best of Borrowers' knowledge, Borrowers' right, title and interest in and to the Intellectual Property are sufficient to enable Borrowers to operate their business as present and as planned without serious risk of infringement or liability that has not been fully accrued or reserved.
