Common use of Title to the Purchased Notes Clause in Contracts

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. (a) Each Holder is the sole beneficial owner and, at the Closing, will be the sole legal and beneficial owner of the Purchased Notes set forth opposite its name on Exhibit A hereto hereto; (or, if there are no Accounts, the Undersigned is the sole legal and beneficial owner of all of the Purchased Notes). Each 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 the 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). Each ; (c) each Holder has not, in whole or in part, except as described in the preceding sentenceclause (b), (ai) assigned, transferred, hypothecated, pledged, exchanged, submitted for conversion pursuant to the respective Indenture exchanged or otherwise disposed of any of its Purchased Notes or its rights, title or interest in or to its Purchased Notes, Notes or (bii) 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 ; and (d) upon each Holder’s delivery of its Purchased Notes to the Company pursuant to the PurchaseTransactions, such Purchased Notes shall be free and clear of all Liens, and the Company will acquire good, marketable and unencumbered title to such Purchased Notes, free and clear of all Liens.