Common use of Good Title Conveyed Clause in Contracts

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, certificates and stock powers, endorsements, assignments and other instruments being powers executed and delivered by Sellers at the Purchaser to the Seller at or after Closing are and Closings will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively vest in Buyer and the Seller Company good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Purchased Shares, free and clear of any and all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by Seller to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, certificates and stock powers, endorsements, assignments and other instruments being powers executed and delivered by Sellers at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively vest in the Seller Company good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Purchased Shares, free and clear of any and all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Seller to the Seller Purchaser at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the UCC Common HD Commerce Shares to be transferred to the Seller Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, certificates and stock powers, endorsements, assignments and other instruments being powers executed and delivered by the Purchaser to Sellers or book entry transfer instructions given by the Seller Sellers at or after the Closing are and will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively sufficient to vest in the Seller Company good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Purchased Shares, free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by Seller to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and and, together with the stock certificates with respect to the Shares to be delivered by Seller to Purchaser at the Closing, will effectively vest in the Seller Purchaser good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, other than Encumbrances created by this Agreement or by Purchaser.

Good Title Conveyed. The stock certificates, stock ------------------- powers, endorsements, assignments and other instruments being to be executed and delivered by Seller to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchaser good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, except restrictions relating to the resale of the Shares by Purchaser imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Seller to the Seller Purchaser at or after the Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Purchaser Sellers and Custodians to Buyer at the Seller at or after Closing are and will be legal, valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, and will effectively vest in the Seller Buyer good, valid and marketable title to all of the UCC Common Shares to be transferred to the Seller issued and outstanding Holding Company Stock pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Purchaser each Seller to the Seller Purchasers at or after the Closing are and will be legal, valid and binding obligations of the Purchasereach Seller, respectively, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchasers good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, other than as set forth in the Sellers Pledge and Security Agreement.

Good Title Conveyed. The stock certificates, certificates and stock powers, endorsements, assignments and other instruments being powers executed and delivered by Sellers at the Purchaser to the Seller at or after Closing are and Closings will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively vest in the Seller Company good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Purchased Shares, free and clear of any and all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by such Seller to Buyer at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the Purchasersuch Seller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Buyer good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement such Seller's Target Shares, free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, certificates and stock powers, endorsements, assignments and other instruments being powers executed and delivered by Sellers at the Purchaser to the Seller at Closing or after Closing are and book entry transfer instructions given by Sellers will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively vest in the Seller Company good, valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Purchased Shares, free and clear of any and all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by Seller to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchaser good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by Seller to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, Purchaser good and valid and marketable title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and and/or delivered by Sellers to Purchaser at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the PurchaserSellers, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchaser good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by Sellers to Buyer at the Purchaser to the Seller at or after Closing are and will be legal, valid and binding obligations of the Purchaserrespective Sellers, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Buyer good title to all the UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all EncumbrancesLiens except for customary restrictions on the transfer of such Shares imposed by the Securities Act and any applicable state securities laws.