Common use of Title to Shares Clause in Contracts

Title to Shares. The Seller is the record and beneficial owner of the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good free and marketable clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title theretoto the Shares, free and clear of all liens, pledges, encumbrances, restrictionsequities, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerassessments and claims.

Title to Shares. The Each Seller is the record and beneficial owner of the Shares, with Shares and has good and marketable title thereto. Each Seller has the absolute right to sell, assign, convey, transfer and deliver the Shares and such Shares are free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerand claims.

Title to Shares. The Seller is the record sole legal and beneficial owner of the Shares, with and has good and marketable valid title theretoto the Shares and upon delivery to the Purchaser of the Shares to be sold by Seller to the Purchaser, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of all liensany lien, pledgespledge, encumbrancescharge, restrictionssecurity interest, optionsmortgage, rights or other encumbrance or adverse claim, will pass to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerPurchaser.

Title to Shares. The Seller represents and warrants to the Buyer that the Seller is the sole record and beneficial owner of the Shares, with free and clear of all Encumbrances, and that the delivery and/or release, as applicable, of the Shares to the Buyer pursuant to this Agreement will transfer and convey good and marketable valid title theretothereto to the Buyer, free and clear of all liens, pledges, encumbrances, restrictions, options, rights Encumbrances. The Seller represents and warrants to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Buyer that the Shares constitute all of the equity interests of the Buyer owned by the Seller.

Title to Shares. The Seller is the lawful, record and beneficial owner of all of the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares in accordance with good the terms of this Agreement transfers to Buyer legal and marketable valid title theretoto the Shares, free and clear of all liens, security interests, hypothecations or pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Seller is the record direct legal and beneficial owner of the Sharesof, with and has good and marketable title theretoto, the Shares, free and clear of all liensLiens other than those arising pursuant to this Agreement and transfer restrictions of general applicability under applicable securities Laws. Seller has the right, pledgesauthority and power to sell, encumbrances, restrictionsassign and transfer the Shares to Buyer in accordance with the terms of this Agreement. There are no outstanding obligations, options, warrants or other rights to purchase and/or claims of any kind. Other than Seller, no person has including any interest in restrictions on transfers, relating to the Shares owned by Sellersale or voting of the Shares.

Title to Shares. The Seller (a) is the record and beneficial owner of the *** Shares, with (b) has full power, right and authority, and any approval required by applicable Law, to make and enter into this Agreement and to sell, assign, transfer and deliver the *** Shares to the Purchaser, and (c) has good and marketable valid title theretoto the *** Shares, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerLiens.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good and marketable title thereto, Shares free and clear of all liens, pledges, encumbrances, restrictions, options, rights Liens (other than Permitted Liens). Seller has good and marketable title to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerand has the power and authority to sell, transfer, assign and deliver the Shares to Buyer upon the terms and subject to the conditions set forth in this Agreement.

Title to Shares. The Seller is the sole record and beneficial owner holder of the Shares, with good and marketable title thereto, free and clear of all liensEncumbrances, pledges, encumbrances, restrictions, options, rights to purchase and/or claims and the delivery of any kind. Other than Seller, no person has any interest in the Shares owned to the Company pursuant to the transactions contemplated by Sellerthis Agreement will transfer and convey good and valid title thereto to the Company, free and clear of all Encumbrances other than Encumbrances created by the Company or this Agreement.

Title to Shares. The Seller is the record and beneficial owner of the Shares, with good and marketable title thereto, free and clear of all liens, claims, charges, pledges, encumbrancesproxies, restrictionssecurity interests, or any encumbrance whatsoever, and, except as provided in this Agreement, there are no outstanding purchase agreements, options, warrants or other rights of any kind whatsoever entitling any person to purchase and/or claims of any kind. Other than Seller, no person has any an interest in any Shares or restricting the Shares owned by Sellertransfer of the Shares.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares registered in his name and Seller has full right and title without any lien or encumbrance whatsoever to the Shares and full and unrestricted right, power, and authority to exchange, assign, transfer, and deliver the Shares, with good and marketable title thereto, free and clear of all liensclaims, charges, equities, restrictions, pledges, encumbrancesliens, restrictions, options, rights to purchase and/or claims or encumbrances of any kind. Other than Seller, no person has any interest in Seller acquired the Shares owned by Sellerlegally and without knowledge or notice of any infirmity with respect to the Shares.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with and the delivery of the Shares to Buyer pursuant to this Agreement will transfer and convey good and marketable valid title theretothereto to Buyer, free and clear of all liens, pledges, claims and encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Seller is the record legal and beneficial owner of of, and will at Completion be entitled to transfer the Shareslegal and beneficial title to, the Shares with good and marketable title theretoFull Title Guarantee, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of from any kind. Other than Seller, no person has any interest in the Shares owned by SellerEncumbrances.

Title to Shares. The Seller is the lawful, record and beneficial owner of all the Shares, free and clear of any liens, claims, agreements, charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares in accordance with good the terms of this Agreement transfers to the Buyer legal and marketable valid title theretoto the Shares, free and clear of all liens, security interests, hypothecations or pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Seller is the record and beneficial owner owners of the SharesShares and owns the Shares free and clear of any Liens, with including, without limitation, claims or rights under any voting trust agreements, shareholder agreements or other agreements. At the Closing, Seller transfers and conveys, and Buyer acquires, good and marketable valid title theretoto the Shares, free and clear of all liensLiens, encumbrances, pledges, encumbrances, restrictions, options, rights to purchase and/or security interests and claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerwhatsoever.

Title to Shares. The Seller represents and warrants to the Buyer that he has good title to, and is the beneficial and record and beneficial owner of, all of the Shares, with good and marketable title thereto, his Shares free and clear of any and all liens, pledgessecurity interests, encumbrancesmortgages, charges, restrictions, optionsadverse claims, encumbrances and rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerother persons of every nature and description whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good free and marketable clear of all liens, encumbrances, security interests, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Share Purchaser pursuant to this Share Agreement, the Seller will transfer to the Share Purchaser valid legal title theretoto the Shares, free and clear of all liens, pledges, encumbrances, restrictionssecurity interests, optionsequities, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerassessments and claims.

Title to Shares. The Seller is the record sole legal owner of, and beneficial owner has good and valid title to, the Shares and upon delivery to the Purchaser of the SharesShares to be sold by the Seller to the Purchaser, with against payment made pursuant to this Agreement, good and marketable valid title theretoto such Shares, free and clear of all liensany lien, pledgespledge, encumbrancescharge, restrictionssecurity interest, optionsmortgage, rights or other encumbrance or adverse claim, will pass to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerPurchaser.

Title to Shares. The Seller is the record and beneficial owner and holder of the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights . Seller hereby transfers to purchase and/or claims of any kind. Other than Seller, no person has any the Buyers its entire legal and beneficial interest in the Shares owned by Sellerfree and clear of all encumbrances. All of the Shares have been duly authorized and validly issued and are fully paid.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good and marketable title thereto, free and clear of all liensliens or encumbrances of any kind or nature, pledgesany preemptive rights, encumbrances, restrictions, optionsco-sale rights, rights to purchase and/or claims of first refusal or any other rights of any kindkind or nature which limit, condition, or restrict in any way Seller's right to transfer and sell or vote the Shares and Seller has not sold, pledged, assigned, or otherwise transferred in whole or in part, any interest in any of the Shares. Other than Sellerthis Agreement, there are no person has agreements to sell, pledge, assign or otherwise transfer any interest in any of the Shares owned by SellerShares.

Title to Shares. The Seller is the record legal and beneficial owner of of, and will at Completion be entitled to transfer the legal and beneficial title to, the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of from any kind. Other than Seller, no person has any interest in the Shares owned by SellerEncumbrances.

Title to Shares. The Seller is the record legal and beneficial owner of the Shares, with good and marketable title theretoSeller’s Shares referred to in the Recitals above, free and clear of all liensEncumbrances. The Shares have been validly issued, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest are fully paid and non–assessable shares in the Shares owned by Sellercapital of the Company.

Title to Shares. The Seller represents and warrants to the Buyer that the Seller is the sole record and beneficial owner of the Shares, with free and clear of all Encumbrances, and that the delivery and/or release, as applicable, of the Shares to the Buyer pursuant to this Agreement will transfer and convey good and marketable valid title theretothereto to the Buyer, free and clear of all liens, pledges, encumbrances, restrictions, options, rights Encumbrances. The Seller represents and warrants to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Buyer that the Shares owned constitute all of the equity interests of the Buyer owned, directly or indirectly, by the Seller.

Title to Shares. The Seller is the beneficial and record and beneficial owner of all of the issued and outstanding Shares, with good and marketable title thereto, free and clear of any Liens whatsoever. Seller has good and marketable title to the Shares. Upon consummation of the transactions provided for in this Agreement in accordance with the terms hereof, Buyers, by and through Agent, will acquire good and marketable title to all liensof the Shares, pledges, encumbrances, restrictions, options, rights to purchase and/or claims free and clear of any kind. Other Liens whatsoever, other than Seller, no person has transfer restrictions under federal and state securities laws and any interest in the Shares owned Liens granted by SellerAgent.

Title to Shares. The Seller is the record and beneficial owner of the Shares set forth opposite the Seller's name on Schedule A, free and clear of any Security Interest, and has full power and authority to convey such Shares, with good free and clear of any Security Interest, and, upon delivery of and payment for such Shares as herein provided, the Purchaser will acquire good, marketable and valid title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerSecurity Interest.

Title to Shares. The Seller is (and at the Closing will be) the sole record and beneficial owner of, and upon consummation of the transactions contemplated hereby Purchaser will acquire, the Shares, with good and marketable title thereto, free and clear of all liensLiens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims other than (a) those that may arise by virtue of any kind. Other than Seller, no person has any interest in the Shares owned actions taken by Selleror on behalf of Purchaser or its Affiliates or (b) restrictions on transfer that may be imposed by federal or state securities laws.

Title to Shares. The Seller is the record sole legal and beneficial owner of and has good and valid title to the Purchased Shares, with and, upon delivery to the Purchaser of the Purchased Shares by Seller to the Purchaser, against payment of the Purchase Price made pursuant to this Agreement, good and marketable valid title theretoto such Purchased Shares, free and clear of all liensany lien, pledgespledge, encumbrancescharge, restrictionssecurity interest, optionsmortgage, rights or other encumbrance or adverse claim, will pass to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerPurchaser.

Title to Shares. The Seller is the sole record and beneficial owner of and has good and valid title to the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kindLiens except as are imposed by applicable securities Laws. Other No other Person (other than Seller) owns any equity securities, no person has or securities convertible or exchangeable for equity securities, issued by the Company or any interest in the Shares owned by Sellerof its Subsidiaries.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good and marketable title theretoowner, free and clear of any and all liensEncumbrances, pledges, encumbrances, restrictions, of the Subject Shares. There are no options, rights warrants, rights, convertible securities or other agreements or commitments (written or oral) obligating Seller to purchase and/or claims of transfer or sell, or cause the issuance, transfer or sale of, any kind. Other than Seller, no person has any interest in the Shares owned by Sellersuch Subject Shares.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims liens and encumbrances of any kind. Other than Sellerkind and nature, no person has any interest in and the Shares owned by Sellerhave not been sold, pledged, assigned or otherwise transferred. Seller has the sole power and authority to transfer the Shares.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good free and marketable clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title theretoto the Shares (and the underlying Conversion Shares), free and clear of all liens, pledges, encumbrances, restrictionsequities, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerassessments and claims.

Title to Shares. The Seller is (and at the Closing will be) the sole record and beneficial owner of, and upon consummation of the transactions contemplated hereby Purchaser will acquire, the Shares, with good and marketable title thereto, free and clear of all liensLiens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims other than (i) those that may arise by virtue of any kind. Other than Seller, no person has any interest in the Shares owned actions taken by Selleror on behalf of Purchaser or its Affiliates or (ii) restrictions on transfer that may be imposed by federal or state securities laws.

Title to Shares. The Seller is the record and beneficial owner of the Shares, with good and marketable title thereto, free and clear of all liens, pledges, encumbrances, restrictionssecurity agreements, options, rights to purchase and/or charges, restrictions or any other claims of any kind. Other than Sellertype, no person has any interest in the Shares owned by Sellerkind or nature whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, with good and marketable title theretoowner, free and clear of any and all liensEncumbrances, pledges, encumbrances, restrictions, of the Subject Shares. There are no options, rights warrants, rights, convertible securities or other agreements or commitments (written or oral) obligating Seller to purchase and/or claims of transfer or sell, or cause the issuance, transfer or sale of, any kind. Other than Seller, no person has any interest in the Shares owned by Sellersuch Subject Shares.

Title to Shares. The Seller is the record and beneficial owner of and has legal and valid title to the SharesStock free and clear of all rights of repurchase, with good rights of first refusal or any other rights of any third party, liens, pledges, charges, claims and marketable other encumbrances actual or, to its knowledge, alleged. Delivery of the Stock to Purchaser at the Closing pursuant to Section 2 of this Agreement will transfer to Purchaser legal and valid title theretoto the Stock, free and clear of all any liens, pledges, charges, claims or other encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Seller is the record sole legal and beneficial owner of the Shares, with and has good and marketable valid title theretoto the shares to be sold by it (as reflected on Schedule A hereto), and, upon delivery to the Purchaser of the Purchased Shares to be sold by Seller to the Purchaser, against payment of the Purchase Price made pursuant to this Agreement, good and valid title to such Purchased Shares, free and clear of all liensany lien, pledgespledge, encumbrancescharge, restrictionssecurity interest, optionsmortgage, rights or other encumbrance or adverse claim, will pass to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerPurchaser.

Title to Shares. The Seller represents that (i) the Seller is the sole holder of record and beneficial owner of the Shares, with good and marketable title thereto(ii) upon delivery of the Shares to the Purchaser, and Purchaser's payment of Consideration therefor, on the Closing Date, the Purchaser shall acquire full legal and beneficial ownership of the Shares free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerclaims.

Title to Shares. The Seller is the record sole legal and beneficial owner of and has good and valid title to the Shares. Upon delivery to Purchaser of the Shares to be sold by Seller to Purchaser, with against payment made pursuant to this Agreement, good and marketable valid title theretoto such Shares, free and clear of all liensany lien, pledgespledge, encumbrancescharge, restrictionssecurity interest, optionsmortgage, rights or other encumbrance or adverse claim, will pass to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerPurchaser.

Title to Shares. The Seller (a) is the record and beneficial owner of the Shares, with good and marketable title theretoowner, free and clear of all any liens, pledges, mortgages, encumbrances, options, restrictions, optionscharges, rights agreements, defects of title or claims (collectively "Liens"), of the Shares, and (b) will sell, transfer, assign and deliver good and valid title to purchase and/or claims the Shares at the Closing as provided in this Agreement and Buyer will acquire good and valid title to the Shares, free and clear of any kind. Other Liens other than Seller, no person has any interest in the Shares owned by Sellerthose resulting from Buyer's actions.

Title to Shares. The Seller is the unconditional sole, legal, --------------- beneficial, record and beneficial equitable owner of the Shares and the Option Shares, with good and marketable title thereto, free and clear of any and all liensEncumbrances. On the Closing Date, pledgesSeller will convey to Purchaser valid title to the Shares, encumbrances, restrictions, options, rights to purchase and/or claims free and clear of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerand all Encumbrances.

Title to Shares. The Seller is the record lawful owner, beneficially and beneficial owner of record, of all of the Shares, free and clear of any Liens and with good no restriction on the voting rights and other incidents of record and beneficial ownership pertaining thereto. Upon payment in full of the Closing Purchase Price (less the Reserved Amount) at the Closing, good, valid and marketable title theretoto the Shares will pass to Buyer, free and clear of all liensLiens, pledges, encumbrances, restrictions, options, and with no restrictions on the voting rights to purchase and/or claims or other incidents of any kind. Other than Seller, no person has any interest in record and beneficial ownership of the Shares owned by SellerShares.

Title to Shares. The Seller is the lawful owner, of record and beneficial owner beneficially, of the SharesShares and has, with and will transfer to the Purchaser at the Closing, good and marketable title theretoto the Shares, free and clear of all security interests, liens, pledges, encumbrancescharges, restrictionsescrows, options, rights of first refusal, mortgages, indentures, security agreements or other encumbrances (each, a "Claim," and collectively, "Claims"), and with no restriction on, or agreement relating to, the voting rights and the other incidents of record and beneficial ownership pertaining to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerShares.

Title to Shares. The Seller is the sole lawful record and beneficial owner of the Shares, with good and marketable has title thereto, to the Shares free and clear of all liens, pledges, encumbrances, Liens other than applicable federal and state securities law restrictions, options, rights . The Seller will deliver to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Purchaser at the Closing the Shares owned by Sellerfree and clear of all Liens other than applicable federal and state securities law restrictions.

Title to Shares. The Seller is the record has sole legal and beneficial owner ownership of the Shares, with good and marketable title thereto, free and clear of all liens, pledges, claims and encumbrances, restrictions, options, rights to purchase and/or claims . The delivery of any kind. Other than Seller, no person has any interest in the certificate(s) representing the Shares owned by the Seller, duly endorsed or accompanied by duly executed stock xxxxxx, xxxx transfer to Purchaser good and indefeasible title to such Shares, free and clear of all liens, proxies, encumbrances and claims of every kind.

Title to Shares. The Seller is the record and beneficial owner of the Shares, with and holds good and marketable title thereto, to the Shares free and clear of all transfer restrictions, security interests, liens, pledges, encumbrances, claims and options; and immediately after Seller's sale of the Shares to Buyers hereunder, Buyers will hold good and marketable title to the Shares free and clear of all transfer restrictions, security interests, liens, encumbrances, claims and options, rights other than those created or suffered to purchase and/or claims exist by Buyers or either of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerthem.

Title to Shares. The Seller is the record sole legal and beneficial owner of all of the Shares. By the consummation of the purchase and sale contemplated hereby, with the Purchaser is acquiring from the Seller good and marketable title theretoto the Shares, free and clear of all liens, pledgesclaims, encumbrances, encumbrances or restrictions, options, rights subject only to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerall necessary governmental approvals and consents to such sale and purchase.

Title to Shares. The Seller is the record and beneficial owner and the owner of record of the Shares, with Shares and has good and marketable valid title theretoto the Shares, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims claims, charges or security interests of any kind. Other than Seller, no person has any interest in Upon delivery of the Shares owned by Sellerthe Seller and payment therefor by the Purchasers, the Seller shall have transferred to the Purchasers good and valid title to the Shares, free and clear of all liens, encumbrances, options, claims, charges or security interests of any kind.

Title to Shares. The Seller is the record owner, beneficiary and beneficial owner of record, of all the Shares, with good and marketable title thereto, Shares free and clear of all liens, pledgesencumbrances. security agreements, encumbrances, restrictionsequities, options, rights to purchase and/or claims of any kind. Other than Sellerclaims, no person has any interest in the Shares owned by Sellercharges, and restrictions.

Title to Shares. The Seller is Sellers are the sole record and beneficial owner owners of the Seller Shares, with good and marketable title thereto, free and clear of all liens, pledgesencumbrances, equities, assessments and claims, and, upon delivery of the Seller Shares by the Sellers and payment of the Seller Purchase Price in full by Unicus pursuant to this Agreement, the Sellers will transfer to Unicus valid legal title to the Seller Shares, free and clear of all liens, encumbrances, restrictionsequities, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerassessments and claims.

Title to Shares. The Seller is the record and beneficial owner of the Shares, with Shares and has good and marketable title thereto. Seller has the absolute right to sell, assign, convey, transfer and deliver the Shares and such Shares are free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerand claims.

Title to Shares. The Seller is Sellers are the sole record and beneficial owner owners of the Shares, with good and marketable title theretoin the amounts set for the on the Seller Signature Page, free and clear of all liens, pledgesencumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Sellers and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Sellers will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, restrictionsequities, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerassessments and claims.

Title to Shares. The Seller is the record and beneficial owner of the Shares, with good and marketable title thereto, Shares sold by her. The Shares are owned by the Seller free and clear of any and all liens, pledges, restrictions, encumbrances, restrictions, options, rights to purchase and/or claims or interests of any kind. Other than Sellerthird persons whatsoever, no person and the Seller has any interest in good and marketable title to and right to sell the Shares owned by Selleras herein provided.

Title to Shares. The Seller is the record and beneficial owner of the SharesShares and such Shares are owned free and clear of any liens, with encumbrances, pledges, security interests and claims whatsoever; including, without limitation, claims or rights under any voting trust agreements, shareholder agreements or other agreements. At the Closing, Seller will transfer and convey, and Purchaser will acquire, good and marketable title theretoto the Shares, free and clear of all liens, encumbrances, pledges, encumbrances, restrictions, options, rights to purchase and/or security interests and claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerwhatsoever.

Title to Shares. The Seller is Sellers are the record and beneficial owner owners of the Shares, with good and marketable title thereto, free and clear of all liens, pledgesclaims, encumbrances, restrictions, options, rights pledges and security interests (“Liens”) and upon consummation of the transactions contemplated hereby, Sellers will transfer good and valid title to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Sellerto Buyer, free and clear of all Liens.

Title to Shares. The Seller is the record and beneficial owner of the Shares, free and clear of all Liens except as set forth in a Shareholder Agreement between the Seller and the Company (which agreement will not bind the Purchaser). The delivery by Seller to Purchaser of the certificate or certificates representing the Shares in accordance with this Agreement will vest Purchaser with good and marketable valid title theretoto the Shares, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerLiens.

Title to Shares. The Seller is the record owner, beneficially and beneficial owner of record, of all of the Shares. All of the Shares are free and clear of all Encumbrances. Upon delivery to Purchaser of the stock certificates representing the Shares and payment for the Shares at the Closing as provided in this Agreement, with Seller will convey to Purchaser good and marketable valid title theretoto the Shares, free and clear of all liensany Encumbrance, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other other than Seller, no person has any interest in the Shares owned those created by SellerPurchaser.

Title to Shares. The Seller is the record and beneficial --------------- owner of all of the Shares, with Acquired Company Shares and will own such Acquired Company Shares free and clear of all Liens at Closing. Delivery to Purchaser of certificates representing the Acquired Company Shares (endorsed by Seller to Purchaser or accompanied by stock powers to Purchaser executed by Seller) shall pass good and marketable title theretoto the Acquired Company Shares to Purchaser, free and clear of all liens, pledges, encumbrances, restrictions, options, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by SellerLiens.