Common use of Good and Marketable Title Clause in Contracts

Good and Marketable Title. Immediately prior to the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Company, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC with respect to such Securities, each of the Underwriters will acquire a “security entitlement” within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Company, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to The Selling Unitholder, an indirect wholly owned subsidiary of the Closing Date Parent, is the sole legal, record and any Option Closing Date on which beneficial owner of the Company is selling Securities, the Company will have good and marketable title to the Securities Units to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Unitholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities Units until the delivery of such Securities Units to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities Units are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; Agreement and Liens arising under the EXH Credit Agreement (which Liens arising under the EXH Credit Agreement will be released upon delivery of such Units to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be), upon payment of the purchase price consideration for the Securities Units to be sold by the Company Selling Unitholder as provided in this Agreement Agreement, delivery of such Units, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Units in the name of Cede or such other nominee and the crediting of such Securities Units to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Company, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such SecuritiesUnits, each of the Underwriters will acquire a “security entitlement” within the meaning of (under UCC Section 8-102(a)(17)501) to the Securities Units purchased by such Underwriter from the CompanySelling Unitholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) to such Units may be successfully asserted against such Underwriter with respect to such SecuritiesUnits. For purposes of this representation, the Selling Unitholder may assume that when such payment, delivery and crediting occur, (A) such Units will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Partnership’s unit registry in accordance with the Partnership Agreement and applicable law, (B) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (C) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement and, if applicable, the Custody Agreement; upon payment of the purchase price for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Shareholder is and, until the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to time that the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities Selling Shareholder to the Underwriters on at the Closing Date Time or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof delivered to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment , such Selling Shareholder will be the sole legal, record and beneficial owner of the purchase price for the Securities to be sold by the Company as provided in such Selling Shareholder under this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the CompanyAgreement, free and clear of all Liens, options, warrants, puts, calls, rights of first refusal or other rights to purchase or acquire any such Securities other than pursuant to this Agreement and, assuming without limitation to the foregoing, in the event that none financing statements under the Uniform Commercial Code have been filed in respect of any such Securities, appropriate termination statements under the Uniform Commercial Code have been filed in all governmental offices where any such financing statements were filed; and upon payment of the consideration for the Securities to be sold by such Selling Shareholder as provided in this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. ("Cede") or such other nominee as may be designated by The Depository Trust Company ("DTC"), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the records of DTC to "securities accounts" (as defined in Section 8-501(a) of the Uniform Commercial Code of the State of New York (the "UCC")) of the Underwriters (assuming that neither DTC nor any such Underwriter has “"notice of an adverse claim” " (within the meaning of Section 8-105 of the UCC with respect UCC) to such Securities), each (i) DTC shall be a "protected purchaser" of such Securities within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a “valid "security entitlement” entitlements" (within the meaning of UCC Section 8-102(a)(17)) to of the UCC) in respect of such Securities purchased by such Underwriter from the Company, and (iii) no action based on any “"adverse claim” " (within the meaning of UCC as defined in Section 8-102(a)(1)) of the UCC) to the "financial asset" (as defined in Section 8-102(a)(9) of the UCC) consisting of such Securities deposited with or held by DTC, whether such action is framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted successfully against such Underwriter with respect to such Securitiesthe Underwriters.

Good and Marketable Title. Immediately prior to Such Selling Shareholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Shareholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Securities to be sold by the Company such Selling Shareholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTCThe Depository Trust Company, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Shareholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Shareholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be successfully asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to sole registered owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial registered owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTCThe Depository Trust Company, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “"notice of an adverse claim” " (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the "UCC")) with respect to such Securities, each of the Underwriters will acquire a “"security entitlement” " (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “"adverse claim” " (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be; provided, however, that if such Selling Stockholder is a trust, the trustees and beneficiaries of such Selling Stockholder may be deemed to beneficially own the Securities to be sold by such Selling Stockholder under this Agreement. The Securities to be sold by such Selling Stockholder under this Agreement are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTCThe Depository Trust Company, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “"notice of an adverse claim” " (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the "UCC")) with respect to such Securities, each of the Underwriters will acquire a “"security entitlement” " (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “"adverse claim” " (within the meaning of UCC Section 8-102(a)(1)) may be asserted successfully against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Shareholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Shareholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Securities to be sold by the Company such Selling Shareholder as provided in this Agreement and the crediting of such Securities to the “security account account” or accounts “security accounts” (as defined in Section 8-501(a) of the Uniform Commercial Code of the State of New York (the “UCC”)) of the Underwriters maintained with The Depository Trust Company (“DTC”), each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Shareholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC UCC) with respect to such Securities, DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Shareholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be successfully asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record legal and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement and the Custody Agreement; upon payment of the purchase price for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 8‑105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(178‑102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be; provided, however, that if such Selling Stockholder is a trust, the trustees and beneficiaries of such Selling Stockholder may be deemed to beneficially own the Securities to be sold by such Selling Stockholder under this Agreement. The Securities to be sold by such Selling Stockholder under this Agreement are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTCThe Depository Trust Company, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted successfully against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have Such Selling Stockholder has good and marketable title to the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record have good and beneficial owner of marketable title to such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement and the Custody Agreement; upon (i) payment of the purchase price for the Securities to be sold by such Selling Stockholder pursuant to this Agreement, (ii) delivery of such Securities, as directed by the Underwriters, through the facilities of The Depository Trust Company as provided in this Agreement and the crediting (“DTC”), (iii) registration of such Securities in the name of DTC, Cede & Co. (“Cede”) or such other nominee designated by DTC and (iv) DTC indicating by book entries on its books that security entitlements with respect to such Securities have been credited to the security account or accounts of the Underwriters maintained with DTCUnderwriters’ respective securities accounts, each of the Underwriters (A) DTC will become the legal acquire good and beneficial owner of the marketable title to such Securities purchased by it from the Company, free and clear of all Liens, and, assuming that none ; (B) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the Underwriters has New York Uniform Commercial Code (the “UCC”) (assuming DTC does not have notice of an any adverse claim” claim with respect to such Securities); (C) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement (within the meaning of Section 8-105 102 of the UCC UCC) in respect of such Securities; and (D) an action based on an “adverse claim” (as defined in Section 8-102 of the UCC) to such securities entitlement, whether framed in conversion, replevin, constructive trust, equitable lien or other theory may not be asserted against the Underwriters with respect to such Securitiessecurity entitlement (assuming that the Underwriters are purchasing such Securities without notice of any adverse claim). For purposes of this representation, each Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Underwriters Company’s share registry in accordance with the Certificate of Incorporation, the Bylaws and applicable law, (y) DTC will acquire be registered as a “security entitlementclearing corporation” within the meaning of UCC Section 8-102(a)(17)102 of the UCC, and (z) appropriate entries to the Securities purchased by such Underwriter from accounts of the Company, and no action based several Underwriters on any “adverse claim” (within the meaning records of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect DTC will have been made pursuant to such Securitiesthe UCC.

Good and Marketable Title. Immediately prior to The Selling Stockholder is the Closing Date sole legal, and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record legal and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement and the Custody Agreement; upon payment of the purchase price for the Securities to be sold by the Company Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the CompanySelling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the CompanySelling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing any Date or the applicable Option Closing Dateof Delivery, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing any Date or the applicable Option Closing Dateof Delivery, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-8 105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-8 102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date and any Option Closing Date on which sole registered owner of the Company is selling Securities, the Company will have good and marketable title to the Reoffer Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial registered owner of such Reoffer Securities until the delivery of such Reoffer Securities to the Underwriters Common Holders purchasing such Reoffer Securities on the Closing Date or the applicable Option Closing Date, as the case may be, and such Reoffer Securities are and, until delivery thereof to the Underwriters Common Holders on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price consideration for the Reoffer Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Reoffer Securities to the security account or accounts of the Underwriters Common Holders maintained with DTCThe Depository Trust Company or in such Common Holders’ names, as applicable, each of the Underwriters Common Holders purchasing such Reoffer Securities will become the legal and beneficial owner of the Reoffer Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters Common Holders purchasing such Reoffer Securities has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Reoffer Securities, each of the Underwriters Common Holders purchasing such Reoffer Securities will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Reoffer Securities purchased by such Underwriter Common Holder from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter Common Holder with respect to such Reoffer Securities.

Good and Marketable Title. Immediately prior to Such Selling Shareholder is and, until the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to time that the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities Selling Shareholder to the Underwriters on at the Closing Date Time or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof delivered to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment , such Selling Shareholder will be the sole legal, record and beneficial owner (subject, if such Selling Shareholder is a natural person, to applicable community property laws) of the purchase price for the Securities to be sold by the Company as provided in such Selling Shareholder under this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the CompanyAgreement, free and clear of all Liens, options, warrants, puts, calls, rights of first refusal or other rights to purchase or acquire any such Securities other than pursuant to this Agreement and, assuming without limitation to the foregoing, in the event that none financing statements under the Uniform Commercial Code have been filed in respect of any such Securities, appropriate termination statements under the Uniform Commercial Code have been filed in all governmental offices where any such financing statements were filed; and upon payment of the consideration for the Securities to be sold by such Selling Shareholder as provided in this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the records of DTC to “securities accounts” (as defined in Section 8-501(a) of the Uniform Commercial Code of the State of New York (the “UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC with respect UCC) to such Securities), each (i) (except in the case of the representations and warranties made by Brentwood) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlemententitlements” (within the meaning of UCC Section 8-102(a)(17)) to of the UCC) in respect of such Securities purchased by such Underwriter from the Company, and (iii) no action based on any “adverse claim” (within the meaning of UCC as defined in Section 8-102(a)(1)) of the UCC) to the “financial asset” (as defined in Section 8-102(a)(9) of the UCC) consisting of such Securities deposited with or held by DTC, whether such action is framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted successfully against such Underwriter with respect to such Securitiesthe Underwriters.

Good and Marketable Title. Immediately prior The Selling Shareholder has ------------------------- good and valid title to the Closing Date Securities as of the date hereof and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable valid title to such Securities sold at Closing Time and, if any Option Securities are purchased, on the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the CompanyDelivery, free and clear of all Liens and will remain the sole legalmortgages, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date pledges, security interests, liens, claims, encumbrances or the applicable Option Closing Date, as the case may beequities, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company Selling Shareholder as provided herein, delivery of such Securities, as directed by the Underwriter, to Cede & Co. or such other nominee as may be designated by the Depository Trust Company ("DTC"), registration of such Securities in this Agreement the name of Cede & Co. or such other nominee and the crediting of such Securities on the books of DTC to the security account or securities accounts of the Underwriters maintained Underwriter, (A) DTC shall be a "protected purchaser" of such Securities within the meaning of 8-303 of the Uniform Commercial Code as in effect in the State of New York (the "UCC"), (B) under Section 8-501 of the UCC, the Underwriter will acquire a valid security entitlement in respect of such Securities and (C) no action based on any "adverse claim" (as defined in Section 8-102 of the UCC) (other than any adverse claim arising through the Underwriter) to such Securities may be asserted against the Underwriter with respect to such security entitlement (it being understood that for the purpose of this representation and warranty, the Selling Shareholder may assume that when such payment, delivery and crediting occur, (i) such Securities will have been registered in the name of Cede & Co. or another nominee designated by DTC, in each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from case on the Company's share registry in accordance with its Declaration of Trust, free By-Laws and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” applicable law; (ii) DTC will be registered as a "clearing corporation" within the meaning of Section 8-105 102 of the UCC with respect UCC, and (iii) appropriate entries to such Securities, each the accounts of the Underwriters Underwriter on the records of DTC will acquire a “security entitlement” within the meaning of UCC Section 8-102(a)(17)) have been made pursuant to the Securities purchased by such Underwriter from the Company, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1UCC)) may be asserted against such Underwriter with respect to such Securities.

Good and Marketable Title. Immediately prior The Selling Stockholder now has ------------------------- and, at the time that the Selling Stockholder delivers Securities to the purchasers thereof on the Closing Date and any Option Closing Date on which the Company is selling Securitiespursuant to this Agreement, the Company will have good all legal and marketable beneficial right, title and interest in and to the Securities to be sold by the Company hereunder Selling Stockholder hereunder, free and clear of any security interest, mortgage, pledge, lien, encumbrance, charge, claim or equity of any kind (each, a "Lien") other than pursuant to this ---- Agreement; the Selling Stockholder is and, at the time that the Selling Stockholder delivers Securities to the purchasers thereof on such the Closing Date or Option Closing Datepursuant to this Agreement, as applicablewill be the legal, or a valid “security entitlement” (within the meaning record and beneficial owner of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens and will remain the sole legal, record and beneficial owner of such Securities until the Selling Stockholder hereunder; upon delivery of such the Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery purchasers thereof against payment to the Underwriters on Custodian of the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to consideration therefor specified in this Agreement; upon payment of the purchase price for the Securities to be sold by the Company as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Company, free and clear of all Liens, and, assuming that none of the Underwriters such purchasers has “notice of an any "adverse claim” " (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the "UCC")) with respect to such Securities, each of --- such purchasers will receive all legal and beneficial right, title and interest in and to the Underwriters Securities purchased by it from the Selling Stockholder, free and clear of any Lien and will acquire have acquired a “security "securities entitlement” " (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Company, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities, free and clear of any such adverse claim or Lien.

Good and Marketable Title. Immediately prior to Such Selling Shareholder is and, until the Closing Date and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to time that the Securities to be sold by such Selling Shareholder to the Company hereunder on such Underwriters at the Closing Date or Option Closing Dateare delivered to the Underwriters pursuant to this Agreement, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to such Selling Shareholder will be sold by the Company, free and clear of all Liens and will remain the sole legal, record and beneficial owner (subject, if such Selling Shareholder is a natural person, to applicable community property laws) of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company as provided in such Selling Shareholder under this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the CompanyAgreement, free and clear of all Liens, options, warrants, puts, calls, rights of first refusal or other rights to purchase or acquire any such Securities other than pursuant to this Agreement and, assuming without limitation to the foregoing, in the event that none financing statements under the Uniform Commercial Code have been filed in respect of any such Securities, appropriate termination statements under the Uniform Commercial Code have been filed in all governmental offices where any such financing statements were filed; and upon payment of the consideration for the Securities to be sold by such Selling Shareholder as provided in this Agreement, delivery of such Securities, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by The Depository Trust Company (“DTC”), registration of such Securities in the name of Cede or such other nominee, and the crediting of such Securities on the records of DTC to “securities accounts” (as defined in Section 8-501(a) of the Uniform Commercial Code of the State of New York (the “UCC”)) of the Underwriters (assuming that neither DTC nor any such Underwriter has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC with respect UCC) to such Securities), each (i) (except in the case of the representations and warranties made by Brentwood) DTC shall be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (ii) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlemententitlements” (within the meaning of UCC Section 8-102(a)(17)) to of the UCC) in respect of such Securities purchased by such Underwriter from the Company, and (iii) no action based on any “adverse claim” (within the meaning of UCC as defined in Section 8-102(a)(1)) of the UCC) to the “financial asset” (as defined in Section 8-102(a)(9) of the UCC) consisting of such Securities deposited with or held by DTC, whether such action is framed in conversion, replevin, constructive trust, equitable lien, or other theory, may be asserted successfully against such Underwriter with respect to such Securitiesthe Underwriters.

Good and Marketable Title. Immediately prior to Such Selling Stockholder is the Closing Date sole legal, record and any Option Closing Date on which the Company is selling Securities, the Company will have good and marketable title to beneficial owner of the Securities to be sold by the Company hereunder on such Closing Date or Option Closing Date, as applicable, or a valid “security entitlement” (within the meaning of UCC Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the Securities to be sold by the Company, free and clear of all Liens Selling Stockholder under this Agreement and will remain the sole legal, record and beneficial owner of such Securities until the delivery of such Securities to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, and such Securities are and, until delivery thereof to the Underwriters on the Closing Date or the applicable Option Closing Date, as the case may be, will be free and clear of all Liens other than pursuant to this Agreement; upon payment of the purchase price for the Securities to be sold by the Company such Selling Stockholder as provided in this Agreement and the crediting of such Securities to the security account or accounts of the Underwriters maintained with DTC, each of the Underwriters will become the legal and beneficial owner of the Securities purchased by it from the Companysuch Selling Stockholder, free and clear of all Liens, and, assuming that none of the Underwriters has “notice of an adverse claim” (within the meaning of Section 8-105 of the UCC Uniform Commercial Code of the State of New York (the “UCC”)) with respect to such Securities, each of the Underwriters will acquire a “security entitlement” (within the meaning of UCC Section 8-102(a)(17)) to the Securities purchased by such Underwriter from the Companysuch Selling Stockholder, and no action based on any “adverse claim” (within the meaning of UCC Section 8-102(a)(1)) may be asserted against such Underwriter with respect to such Securities.