Common use of Valid and Marketable Title Clause in Contracts

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.

Valid and Marketable Title. Such Selling Shareholder (iA) has at the date hereof (excluding WSI Inc. and J.W. Xxilds Equity Partners, L.P.) 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 TimeAgreement, in each case free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind (collectively, the "LiensLien"), other than pursuant to this Agreement, the Custody Agreement and the U.S. Purchase AgreementPower of Attorney, and (iiB) will at the Closing Time (including WSI Inc. and J.W. Xxxlds Equity Partners, L.P.) and, if any Option Securities are purchased from such Selling Shareholderpurchased, 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, the Custody Agreement and the U.S. Purchase AgreementPower of Attorney; and upon delivery of such Securities and payment of the purchase price therefore therefor 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.

Valid and Marketable Title. Such Selling Shareholder (i) has at the date hereof (excluding Richmont Capital Partners I, L.P.) 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 or warrants 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, the "LiensLien"), other than pursuant to this Agreement and the U.S. Purchase Agreement, and (ii) will at the Closing Time (including Richmont Capital Partners I, L.P.) and, if any Option Securities are purchased from such Selling Shareholderpurchased, 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 optionsoptions or warrants, 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 therefor 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.

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. International 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. International 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. International 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. International Purchase Agreement; and upon delivery of such Securities and payment of the purchase price therefore therefor as contemplated in this Agreement and the U.S. International 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.

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 therefor 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.