Ownership; No Liens. Grantor owns the Collateral free and clear of any liens, security interests, or other encumbrances, except for the security interest created by this Agreement and any Permitted Liens. No effective security agreement, financing statement, assignment, equivalent security, lien or other instrument similar in effect covering all or any part of the Collateral is on file or of record in any public office, except such as may have been filed in favor of Grantee relating to this Agreement or in connection with any Permitted Liens.
Ownership; No Liens. Such Pledgor is the legal and beneficial owner of, and has good and merchantable title to (and has full right and authority to pledge and assign), all Pledged Collateral pledged by such Pledgor hereunder, free and clear of all Liens, except the Lien granted herein to the Collateral Agent. None of the Pledged Collateral has been transferred in violation of the securities registration, securities disclosure or similar laws of any jurisdiction to which such transfer may be subject.
Ownership; No Liens. Except as identified on Schedule 2.3, Grantor is the sole and exclusive owner of or has the irrevocable, exclusive and transferable right to possess and use the Collateral, and Grantor has full authority to pledge, assign and grant a security interest in the Collateral. The Collateral is free and clear of any Lien except (a) the security interest, collateral assignment and pledge created by this Security Agreement and (b) as otherwise permitted by the Credit Agreement. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording office, except (1) financing statements and intellectual property security agreements filed in favor of Administrative Agent relating to this Security Agreement and (2) such other financing statements and instruments as identified on Schedule 2.3 and (3) as otherwise permitted by the Credit Agreement.
Ownership; No Liens. Pledgor is the legal and beneficial owner of, and has all rights and good title to (and has full right and authority to pledge and assign) all Pledged Collateral pledged by Pledgor hereunder, free and clear of all adverse claims or other Liens, except the Lien granted herein to the Secured Party.
Ownership; No Liens. (a) With respect to the Founder Stockholders, such Seller (i) is the record and beneficial owner of those Founder Shares set forth opposite his or her name on Part (1) of the Schedule of Sellers attached hereto, (ii) owns such Founder Shares free and clear of all Liens, (iii) has good title to the Founder Shares, and (iv) has the requisite power and authority to sell such Founder Shares to the Buyer as provided herein without obtaining the Consent of any other Person. There are no outstanding preemptive, conversion, subscription or other rights, warrants, options or agreements to purchase, or shareholder or voting trust agreement or similar Contracts outstanding with respect to, all or any portion of the Founder Shares. Upon consummation of the Transaction, the Buyer will be vested with marketable title to the Founder Shares sold and transferred by such Seller, free and clear of all Liens.
Ownership; No Liens. Such Seller owns, beneficially and of record, the Equity Interests of the Company set forth on Schedule 3.4, and such Equity Interests constitute all of the Equity Interests in the Company owned by such Seller. Except as set forth on Schedule 3.4, such Seller’s Equity Interests of the Company are duly authorized, validly issued, fully paid and non-assessable and are owned directly by such Seller free and clear of any Liens (other than restrictions on transfer arising under the Securities Act or any applicable state or federal securities Law) and such Seller has good, valid and marketable title to such Equity Interests. Schedule 3.4 sets forth all of the issued and outstanding Equity Interests of the Company as of immediately prior to the Closing.
Ownership; No Liens. The Equity Interests of the Company and the Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned free and clear of any Liens (other than restrictions on transfer arising under the Securities Act or any applicable state or federal securities Law). Except for the Organizational Documents of the Company and as otherwise set forth on Schedule 4.3, there are no (a) equityholder agreements, voting trusts, proxies or other agreements or understandings, including any rights, warrants, put, call, subscription, option, buy-sell or other agreements or commitments with respect to any Equity Interests in the Company or any Subsidiary, including with respect to the issuance, sale, redemption, acquisition, disposition, transfer, pledge, or voting thereof and (b) outstanding or authorized equity appreciation rights, options, restricted equity, phantom equity, other equity or equity-based rights or similar rights with respect to the Company or any Subsidiary, or the payment of a value relating to the Equity Interests of the Company or any Subsidiary.
Ownership; No Liens. Seller is the sole and lawful owner of all right, title and interest in and to the Partnership Interest, which consists of a 35% ownership interest in the Partnership, free and clear of all liens, encumbrances, pledges and claims whatsoever.
Ownership; No Liens. Debtor owns the Secured Collateral free and clear of any lien, security interest, charge or encumbrance except a security interest granted to secure certain obligations to Xxxxxxx Xxxx and except for the security interest created by this Security Agreement and except as permitted by the Loan Documents. Debtor has exclusive possession and control of its Equipment and Inventory.
Ownership; No Liens. Debtor owns and shall preserve the Collateral (and, as to after-acquired Collateral, shall own and preserve the same) free and clear of all taxes, liens, claims and security interests other than in favor of the Bank. Debtor shall defend the Collateral against all claims of anyone claiming an interest therein or tax or lien thereon.
