Common use of Valid Title Clause in Contracts

Valid Title. The Selling Shareholder is, and at the Closing Time and each Date of Delivery will be, the beneficial owner of the Securities to be sold by 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and and, if such Selling Shareholder is selling Option Securities on a Date of Delivery, at each Date of Delivery Delivery, will behave, the beneficial owner of valid title to the Securities (or to a security entitlement in respect thereof) to be sold by the 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Such Selling Shareholder ishas, and at the Closing Time and each or a Date of Delivery (as defined below), as applicable will behave, the beneficial owner of valid title to the Securities to be sold by the 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 the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShareholder.

Valid Title. The Selling Shareholder ishas, and at the Closing Time and each Date of Delivery will behave, valid title to the beneficial owner of the Securities Shares to be sold by 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 its interest in the Securities to be sold by such the Selling Shareholder or a valid security entitlement in respect of such SecuritiesShares.

Valid Title. The Selling Shareholder is, and at is the Closing Time and each Date of Delivery will be, the beneficial lawful owner of the Securities to be sold by the Selling Shareholder hereunder and upon sale and delivery of, and payment for, such Securities, as provided herein, the Selling Shareholder will convey good and marketable title to such Securities, free and clear of all any security interests, claims, liens, equities encumbrances, equities, claims 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securitiesdefects.

Valid Title. The Selling Shareholder ishas, and at as of the Closing Time and each Date of Delivery Date, will behave, the beneficial owner a valid security entitlement in respect of the Public Securities to be sold by the Selling Shareholder free and clear of all security interests, claims, liens, equities or other encumbrances and the all legal right and power, and all authorization and approval power required by law, to enter into this Agreement and to sell, transfer and deliver its interest in the Public Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Public Securities.

Valid Title. The Selling Shareholder is, and at the Closing Time and each Date of Delivery will be, the beneficial owner of the Securities to be sold by 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 its interest in the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.