Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Appears in 4 contracts

Samples: Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.), Underwriting Agreement (Team Health Holdings Inc.)

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Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder, and as of the Closing Time such Securities will be 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, law to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Appears in 3 contracts

Samples: Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc), Underwriting Agreement (Berry Plastics Group Inc)

Valid Title. Such The Selling Shareholder has, and at the Closing Time and each Date of Delivery, if any, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, of the Securities to be sold by such the Selling Shareholder, Shareholder 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Appears in 2 contracts

Samples: Underwriting Agreement (BOISE CASCADE Co), Underwriting Agreement (BOISE CASCADE Co)

Valid Title. Such The Selling Shareholder Stockholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, the Securities to be sold by the Selling Stockholder, and as of the Closing Time, such Selling Shareholder, Securities will be free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization authorizations and approval approvals required by law, law to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder or a valid security entitlement in respect of such Securities.;

Appears in 2 contracts

Samples: Underwriting Agreement (Gci Liberty, Inc.), Underwriting Agreement (LendingTree, Inc.)

Valid Title. Such Selling Shareholder Stockholder has, and at the Closing Time Time, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities Shares to be sold by such Selling Shareholder, 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, the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling Shareholder Stockholder or a valid security entitlement in respect of such SecuritiesShares.

Appears in 1 contract

Samples: Underwriting Agreement (Allegiant Travel CO)

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Valid Title. Such The Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities to be sold by such the Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Team Health Holdings LLC)

Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities to be sold by such Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Appears in 1 contract

Samples: Underwriting Agreement (Team Health Holdings Inc.)

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