Title to the Purchased Notes Sample Clauses
The "Title to the Purchased Notes" clause establishes that ownership of the purchased notes transfers from the seller to the buyer upon completion of the transaction. In practice, this means that once the purchase is finalized, the buyer holds all rights, interests, and claims to the notes, free from any encumbrances or competing claims by the seller. This clause ensures legal clarity regarding who holds title to the notes, thereby preventing future disputes over ownership and protecting the buyer’s interests.
Title to the Purchased Notes. Each Holder is the sole legal and beneficial owner of the Purchased Notes set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Purchased Notes). Each Holder has good, valid and marketable title to its Purchased Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). No Holder has, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights, title or interest in or to its Purchased Notes, or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Purchased Notes. Upon the Holder’s delivery of its Purchased Notes to the Company pursuant to the Transaction, such Purchased Notes shall be free and clear of all Liens.
Title to the Purchased Notes. (a) Each Holder is the sole legal and beneficial owner and, immediately prior to the Closing, will be the sole legal and beneficial owner of the Purchased Notes set forth opposite its name on Exhibit A hereto; (b) each Holder has good, valid and marketable title to its Purchased Notes, free and clear of any Liens (other than pledges or security interests that such Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, which will be terminated prior to Closing); (c) no Holder has, in whole or in part, except as described in the preceding clause (b), (i) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its Purchased Notes or its rights, title or interest in or to its Purchased Notes or (ii) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Purchased Notes; (d) each Holder has the sole right to dispose or direct the disposition of the Purchased Notes, and (e) upon each Holder’s delivery of its Purchased Notes to the Company pursuant to the Transactions, such Purchased Notes shall be free and clear of all Liens, and the Company will acquire good, valid, marketable and unencumbered title to such Purchased Notes. Such Purchased Notes are unrestricted and freely tradeable (including pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Securities Act”)) and are free and clear of any restrictions on transfer, taxes, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands.
Title to the Purchased Notes. Each Holder is the sole legal and beneficial owner of the Purchased Notes set forth opposite its name on Exhibit A hereto (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Purchased Notes). Each Holder has good, valid and marketable title to its Purchased Notes, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker, which will be terminated prior to Closing). Each Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged, submitted for conversion pursuant to the respective Indenture or otherwise disposed of any of its rights, title or interest in or to its Purchased Notes, or (b) given any person or entity (other than the Undersigned) any transfer order, power of attorney or other authority of any nature whatsoever with respect to its Purchased Notes. Upon each Holder’s delivery of its Purchased Notes to the Company pursuant to the Purchase, the Company will acquire good, marketable and unencumbered title to such Purchased Notes, free and clear of all Liens.
Title to the Purchased Notes. Seller has good, legal and valid title to the Purchased Notes. The Purchased Notes are owned by Seller free and clear of any lien, pledge, security interest, charge, hypothecation, security agreement, security arrangement or encumbrance or other adverse claim against title of any kind (collectively, “Liens”). Seller has not previously sold, conveyed, transferred, assigned, participated, pledged or otherwise encumbered the Purchased Notes, in whole or in part. There has been no modification, compromise, forbearance, or waiver entered into or given with respect to the Purchased Notes by Seller. Seller has not received any written notice from the Company or any other person challenging or disputing the Purchased Notes, or any portion thereof, and, to the knowledge of Seller, the Company is unconditionally obligated to pay the entire principal amount outstanding under the Purchased Notes (and any PIK Interest (as defined in the Purchased Notes) thereunder) without defense, counterclaim or offset, except as such obligation may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies. Upon delivery of the Purchased Notes to Buyer on the Closing Date against payment therefor as contemplated hereby, Seller will transfer to Buyer good, legal and valid title to the Purchased Notes free and clear of any and all Liens, except for any Liens created by ▇▇▇▇▇.