Valid and Marketable Title Sample Clauses

Valid and Marketable Title. Such Selling Shareholder (i) has at the date hereof valid and marketable title to the Securities to be sold by such Selling Shareholder under this Agreement and the U.S. Purchase Agreement or to the options that will be exercised for such Securities prior to the Closing Time, in each case free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind (collectively, "Liens"), other than pursuant to this Agreement and the U.S. Purchase Agreement, and (ii) will at the Closing Time and, if any Option Securities are purchased from such Selling Shareholder, on the Date of Delivery, have valid and marketable title to the Securities to be sold by such Selling Shareholder under this Agreement and the U.S. Purchase Agreement, including any Securities received as a result of exercises of options, in each case free and clear of any Lien, other than pursuant to this Agreement and the U.S. Purchase Agreement; and upon delivery of such Securities and payment of the purchase price therefore as contemplated in this Agreement and the U.S. Purchase Agreement (assuming each such Underwriter has no notice of any adverse claim, as defined in Uniform Commercial Code as adopted in the State of New York (the "UCC")), each of the Underwriters will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any Lien.
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Valid and Marketable Title. Such Selling Stockholder now has, and on the Closing Dates will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement (each as hereinafter defined), and each of the several Underwriters will acquire valid and marketable title to all of the Shares being sold to the Underwriters by such Selling Stockholder, free and clear of any liens, encumbrances, equities claims, restrictions on transfer or other defects whatsoever.
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Valid and Marketable Title. Such Selling Shareholder is the beneficial owner of the Securities to be sold by it hereunder free and clear of all liens, encumbrances, equities and claims; upon payment for the Securities to be sold by such Selling Shareholder pursuant to this Agreement, registration of the transfer of such Securities to, and registration of such Securities in the name of, Cede & Co. or such other nominee as may be designated by the Depository Trust Company ("DTC") and the crediting of such Securities on the books of DTC to the securities account (within the meaning of 8-501 of the Uniform Commercial Code as currently in effect in the State of New York (the "UCC")) of the Underwriter (assuming that the Underwriter lacks "notice of any adverse claim" (within the meaning of Sections 8-102 and 8-105 of the UCC) to such Securities), (A) the Underwriter will acquire "security entitlements" in respect of such securities (within the meaning of Section 8-102 of the UCC) and (B) no action based on any "adverse claim" (within the meanings of Section 8-102 and 8-502 of the UCC) to such Securities may be asserted against the Underwriter with respect to such security entitlements.
Sample 1
Valid and Marketable Title. Such Selling Shareholder has and will at the Closing Time have valid and marketable title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such U.S. Underwriter has no notice of any adverse claim, each of the U.S. Underwriters will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
Sample 1
Valid and Marketable Title. Such Selling Stockholder now has, and on the Closing Dates will have, valid and marketable title to the Shares to be sold by such Selling Stockholder, free and clear of any lien, claim, security interest or other encumbrance, including,
Sample 1
Valid and Marketable Title. Such Selling Shareholder has and will at the Closing Time have valid and marketable title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each International Manager has no notice of any adverse claim, each of the International Managers will receive valid and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.
Sample 1
Valid and Marketable Title. Such Investor is the record and beneficial owner of, and has valid and marketable title to, the Existing Securities being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance (other than restrictions arising pursuant to applicable securities laws), and has the absolute and unrestricted right, power and capacity to surrender and exchange the Existing Securities being exchanged by it pursuant to this Agreement, free and clear of any lien, pledge, restriction or other encumbrance. It is not a party to or bound by, and the Existing Securities being exchanged by it pursuant to this Agreement are not subject to, any agreement, understanding or other arrangement (a) granting any option, warrant or right of first refusal with respect to such Existing Securities to any person, (b) restricting its right to surrender and exchange such Existing Securities as contemplated by this Agreement, or (c) restricting any other of its rights with respect to such Existing Securities.
Sample 1
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Valid and Marketable Title. The Stockholder has valid and marketable title to the Shares, free and clear of any lien, claim, security interest or other encumbrance, including, without limitation, any restriction on transfer, and has full right, power and authority to enter into this Agreement, and the Company will acquire valid and marketable title to the Shares from the Stockholder free and clear of any liens, encumbrances, equities, claims, restrictions on transfer or other defects whatsoever.
Sample 1
Valid and Marketable Title. Such Selling Stockholder is the record and beneficial owner of the Securities to be sold by such Selling Stockholder under this Agreement, in each case free and clear of any Lien, other than pursuant to this Agreement. Upon payment for the Securities to be sold by such Selling Stockholder to the Underwriters as provided herein, the delivery of such Securities to such nominee as may be designated by The Depository Trust Company (“DTC”), the registration of such Securities in the name of such nominee and the crediting by book entry of such Shares on the records of DTC to one or more “securities accounts” (as defined in Section 8-501 of the New York Uniform Commercial Code (the “UCC”)), in the name of each of the Underwriters (assuming that neither the Underwriters nor DTC have notice of any adverse claim (within the meaning of Section 8-105 of the UCC) to such Securities or any security entitlement (as defined in Section 8-102 of the UCC) in respect thereof)), (A) DTC shall be a protected purchaser of such Securities within the meaning of Section 8-303 of the UCC, (B) under Section 8-501 of the UCC, each of the Underwriters will acquire a security entitlement in respect of such Securities and (C) no action based on an adverse claim (as defined in Section 8-102 of the UCC) to such Securities may be asserted against any of the Underwriters. For purposes of this paragraph only, “Lien” shall mean any security interest, mortgage, pledge, lien, encumbrance, claim, equity or charge of any kind.
Sample 1

Related to Valid and Marketable Title

  • Good and Marketable Title The Selling Shareholder now has and at the Closing Time will have good and marketable title to the Securities to be sold by it, free and clear of any liens, encumbrances, equities and claims, and full right, power and authority to effect the sale and delivery of the Securities. Upon the delivery of, against payment for, the Securities pursuant to this Agreement and the Bidder Letter with each Winning Bidder and, assuming a Winning Bidder does not have notice of any adverse claim (within the meaning of the Uniform Commercial Code as in effect in the State of New York), such Winning Bidder will acquire good and marketable title thereto, free and clear of any liens, encumbrances, equities and claims.

  • Marketable Title Upon payment of the purchase price, a Deed for the property shall be executed by the Seller and shall convey the property to the Buyer. Title to the property shall be good and marketable, free of liens, encumbrances, subject to all applicable ground rent, covenants, conditions, restrictions, easements, rights of way, laws, ordinances, regulations, charges, taxes and assessments, rights of others in party walls of the Property, and any other matters of record. The buyer has the right to choose his own settlement agent or attorney to conduct settlement. In the event that Seller cannot convey good and marketable title, the Purchaser(s) sole remedy in law or equity shall be limited to the refund of the deposit. Upon refund of the deposit, this sale shall be null and void and of no effect, and the Purchaser shall have no further claim against the Seller(s) or Auctioneers.

  • Valid Title Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.

  • Good Title Immediately prior to each purchase hereunder, Seller shall be the legal and beneficial owner of the Receivables and Related Security with respect thereto, free and clear of any Adverse Claim, except as created by the Transaction Documents. There have been duly filed all financing statements or other similar instruments or documents necessary under the UCC (or any comparable law) of all appropriate jurisdictions to perfect Seller’s ownership interest in each Receivable, its Collections and the Related Security.

  • Clear Title Seller owns good and marketable title in and to the Asset.

  • Xxxxxx Title Corporate Banking Officer THE BANK OF NOVA SCOTIA, as a Lender By: /s/ X. X. Xxxxx ----------------------------------- Name: X. X. Xxxxx Title: Vice President BANQUE PARIBAS, as a Lender By: /s/ Xxxxx X. Xxxxxx ----------------------------------- Name: Xxxxx X. Xxxxxx Title: Director By: /s/ Xxxxxxx X. Xxxxxx ----------------------------------- Name: Xxxxxxx X. Xxxxxx Title: Managing Director CREDIT LYONNAIS NEW YORK BRANCH, as a Lender By: /s/ Farboud Tavangar ----------------------------------- Name: Farboud Tavangar Title: First Vice President DRESDNER BANK AG, New York and Grand Cayman Branches, as a Lender By: /s/ Xxxxx X. Xxxxxxx ----------------------------------- 39 Name: Xxxxx X. Xxxxxxx Title: Assistant Treasurer By: /s/ Xxxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxxx X. Xxxxxxx Title: Assistant Vice President FIRST UNION NATIONAL BANK, as a Lender By: /s/ Xxxxxxx X. Dohertry --------------------------------- Name: Xxxxxxx X. Dohertry Title: Vice President THE LONG-TERM CREDIT BANK OF JAPAN, LIMITED, as a Lender By: /s/ Xxxxxx X. Xxxxxxx --------------------------------- Name: Xxxxxx X. Xxxxxxx Title: Senior Vice President TORONTO DOMINION BANK (Texas), Inc., as a Lender By: /s/ Xxxxxxx Xxxxxx --------------------------------- Name: Xxxxxxx Xxxxxx Title: Vice President THE UNION BANK OF CALIFORNIA, N.A., as a Lender By: /s/ Xxxxxxxx X. Xxxxx --------------------------------- Name: Xxxxxxxx X. Xxxxx Title: Vice President MARINE MIDLAND BANK, as a Lender By: /s/ Xxxxx X. XxXxxxx --------------------------------- Name: Xxxxx X. XxXxxxx Title: Authorized Signatory Exhibit A-1 ----------- ================================================================================ FORM OF MORTGAGE AND SECURITY AGREEMENT from FBTC LEASING CORP. to THE CHASE MANHATTAN BANK, as Agent Dated as of ______________ ___, _____ When recorded return to: Xxxxxxx Xxxxxxx & Xxxxxxxx 000 Xxxxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxxxxx, Esq. ================================================================================ MORTGAGE AND SECURITY AGREEMENT MORTGAGE AND SECURITY AGREEMENT, dated as of ______________ ___, ____ (this "Mortgage"), made by FBTC LEASING CORP., a New York corporation (the -------- "Mortgagor"), in favor of THE CHASE MANHATTAN BANK, a New York banking --------- corporation, as collateral agent (in such capacity, the "Mortgagee" or the --------- "Agent") under the Collateral Agent Agreement, dated as of November 4, 1997 (the ----- "Collateral Agent Agreement"), among the Mortgagor, the Mortgagee and the -------------------------- financial institutions from time to time parties thereto (the "Lenders"). ------- Preliminary Statement ---------------------

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Title The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. Any real property and facilities held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its Subsidiaries.

  • Vehicle Titles The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Buyer of any motor vehicles used in connection with the Hotel’s operations.

  • Good title to assets It and each of its Subsidiaries has a good, valid and marketable title to, or valid leases or licences of, and all appropriate Authorisations to use, the assets necessary to carry on its business as presently conducted.

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