Valid Title, etc Sample Clauses

Valid Title, etc. With respect to the Existing Preferred such Preferred Holder signatory hereto beneficially owns (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934) (each a “Share” and collectively, the “Shares”) there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws, such Preferred Holder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Holder’s Shares with no limitations, qualifications or restrictions on these rights. Each Preferred Holder represent that neither it nor any of its Affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of the Shares (other than this Agreement).
Sample 1
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Valid Title, etc. The Mortgagor has good and marketable fee simple title in and to the Fee Premises, along with any other property set forth on Exhibit A. The Mortgagor owns leasehold title to the Leasehold Premises, along with any other property set forth on Exhibit A-1, pursuant the Leasehold Estate described on Exhibit B. The Mortgagor owns good and marketable title to personal property in which a security interest is granted under the Loan Documents; Mortgagor further has a good right to sell and mortgage, grant a security interest in, and assign, the Collateral; the Collateral is free and clear of any Liens other than Permitted Encumbrances; and the Mortgagor will forever warrant and defend the title to the Collateral unto the Mortgagee against the claims of all Persons whomsoever, except those claiming under Permitted Encumbrances. With respect to the Timber Lease, Mortgagor represents and warrants, to the best of its knowledge after diligent inquiry, that (i) the Timber Lease is in full force and effect and has not been modified or amended in any manner whatsoever except as may be set forth on Exhibit B, (ii) there are no defaults under the Timber Lease and no event has occurred which, but for the passage of time, or notice, or both, would constitute a default under the Timber Lease, (iii) all rents, additional rents and other sums due and payable under the Timber Lease have been paid in full, (iv) neither Mortgagor nor the landlord under the Timber Lease has commenced any action or given or received any notice for the purpose of terminating the Timber Lease which has not been cured.
Sample 1
Valid Title, etc. The Stockholders are the sole, true, and lawful stockholders of record and beneficial owners (as defined in Rule 13d-3 of the Exchange Act) of the Shares with no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws. The Stockholders do not own any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company, except for the right to receive shares of Voting Common Stock upon conversion of shares of Class B Common Stock. The Stockholders have exclusive power to issue instructions with respect to the matters set forth in Article I of this Agreement, exclusive power to vote, exclusive power of disposition, exclusive power of conversion with respect to the Shares, and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares beneficially owned by the Stockholders with no limitations, qualifications or restrictions on these rights, subject to applicable securities laws, the HSR Act and the terms of this Agreement.
Sample 1
Valid Title, etc. With respect to the Shares beneficially owned by the Existing Shareholders, there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein, restrictions arising under that certain Make Good Escrow Agreement, dated May 14, 2007, with certain investors (the “Make Good Escrow Agreement”) or arising under applicable securities laws, such Existing Shareholder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shareholder’s Shares with no limitations, qualifications or restrictions on these rights. Each Existing Shareholder represents that neither it nor any of its Affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of their Shares (other than this Agreement and the Make Good Escrow Agreement).
Sample 1
Valid Title, etc. Laurus is the true and beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934) of the Shares with no restrictions on the rights of disposition pertaining thereto, except for the restrictions arising under applicable securities laws and the restrictions contemplated in (i) this Agreement, (ii) that certain Stock Purchase Agreement between the Company and Laurus dated as of even date herewith, (iii) that certain Lock-Up Agreement between the Company and Laurus dated as of even date herewith, and (iv) that certain Registration Rights Agreement between the Company and Laurus dated as of even date herewith. Laurus has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares with no limitations, qualifications or restrictions on these rights. Laurus represents that neither it nor any of its affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise) of the Shares (other than this Agreement).
Sample 1
Valid Title, etc. With respect to the Series P Preferred Stock such Holder beneficially owns (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934 (each a “Share” and collectively, the “Shares”) there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws, such Holder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares with no limitations, qualifications or restrictions on these rights. Each Holder represents that neither the Holder nor any of the Holder’s affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of the Shares (other than this Agreement).
Sample 1
Valid Title, etc. The Board is lawfully seized of an indefeasible estate in fee simple in and to, and good title to, the Project Site, subject to the Lease Agreement; the Company is lawfully seized of a valid leasehold estate, under the terms of the Lease Agreement, in the Project Site; the Mortgagors have a good right to sell and mortgage, and grant a security interest in, the Collateral; the Collateral is subject to no liens, encumbrances or security interests other than Permitted Encumbrances; and the Mortgagors will forever warrant and defend the title to the Collateral unto the Credit Obligor against the claims of all persons whomsoever, except those claiming under Permitted Encumbrances. It is expressly understood and agreed that, with respect to the Special Funds, the lien and security interest created by this Mortgage is junior and subordinate to the lien and security interest created by the Indenture.
Sample 1
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Valid Title, etc. Seller is the sole owner, beneficially and of record, of the Applicable Purchased Shares, and has good, valid and marketable title to all of the Applicable Purchased Shares, free and clear of any and all Encumbrances and at the Closing, shall transfer to Buyer the Applicable Purchased Shares and all legal and beneficial right, title and interest in and to the Applicable Purchased Shares free and clear of any and all Encumbrances. Seller has the sole right to dispose or direct the disposition of the Applicable Purchased Shares. For purpose of this Section 2(d), the term “Encumbrances” shall mean any security interest, claim, pledge, lien, charge, voting agreement, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever.
Sample 1
Valid Title, etc. The Board is lawfully seized of an indefeasible estate in fee simple in and to, and has good title to, the Real Property and the Project Equipment; KINPAK holds a valid leasehold estate in the Real Property and the Project Equipment pursuant to the Lease Agreement and has good title to the Additional Project Equipment; the Mortgagors have a good right to sell and mortgage, and grant a security interest in, the Collateral; the Collateral is subject to no liens, encumbrances or security interests other than Permitted Encumbrances; and the Mortgagors will forever warrant and defend the title to the Collateral unto the Bank against the claims of all persons whomsoever, except those claiming under Permitted Encumbrances. It is expressly understood and agreed that, with respect to the Special Funds only, the lien and security interest created by this Mortgage is junior and subordinate to the lien and security interest created by the Indentures.
Sample 1

Related to Valid Title, etc

  • 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.

  • Data – Title To All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

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

  • 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 ---------------------

  • Ownership Title to Project Deliverables This clause shall apply where Contractor is commissioned by the Authorized User to furnish project deliverables as detailed in the Purchase Order.

  • Record Title Xxxxx has the right to review and object to the Abstract of Title or Title Commitment and any of the 330 Title Documents as set forth in § 8.5 (Right to Object to Title, Resolution) on or before Record Title Objection Deadline. Buyer’s 331 objection may be based on any unsatisfactory form or content of Title Commitment or Abstract of Title, notwithstanding § 13, or 332 any other unsatisfactory title condition, in Xxxxx’s sole subjective discretion. If the Abstract of Title, Title Commitment or Title 333 Documents are not received by Buyer on or before the Record Title Deadline, or if there is an endorsement to the Title Commitment 334 that adds a new Exception to title, a copy of the new Exception to title and the modified Title Commitment will be delivered to 335 Buyer. Buyer has until the earlier of Closing or ten days after receipt of such documents by Buyer to review and object to: (1) any 336 required Title Document not timely received by Xxxxx, (2) any change to the Abstract of Title, Title Commitment or Title Documents, 337 or (3) any endorsement to the Title Commitment. If Seller receives Buyer’s Notice to Terminate or Notice of Title Objection, 338 pursuant to this § 8.2 (Record Title), any title objection by Xxxxx is governed by the provisions set forth in § 8.5 (Right to Object to 339 Title, Resolution). If Seller has fulfilled all Seller’s obligations, if any, to deliver to Buyer all documents required by § 8.1 (Evidence 340 of Record Title) and Seller does not receive Buyer’s Notice to Terminate or Notice of Title Objection by the applicable deadline 341 specified above, Xxxxx accepts the condition of title as disclosed by the Abstract of Title, Title Commitment and Title Documents 342 as satisfactory.

  • Project Title Enter the title of the exhibition.

  • Title to Properties; Encumbrances As of the Effective Date, the Acquired Company does not own (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list as of the Effective Date of all (A) Assets that the Acquired Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Acquired Company from the date of the Balance Sheet through the Effective Date (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Acquired Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, (iv) Encumbrances pursuant to the Pledge Agreement or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of the Business and are in good working order, ordinary wear and tear excepted.

  • OWNERSHIP/TITLE The Licensed Software is the proprietary property of Symantec or its licensors and is protected by copyright law. Symantec and its licensors retain any and all rights, title and interest in and to the Licensed Software, including in all copies, improvements, enhancements, modifications and derivative works of the Licensed Software. Your rights to use the Licensed Software shall be limited to those expressly granted in this License Agreement. All rights not expressly granted to You are retained by Symantec and/or its licensors.

  • Priority of Liens; Title to Properties The security interests and liens granted to Agent under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 to the Information Certificate and the other liens permitted under Section 9.8 hereof. Each Borrower and Guarantor has good and marketable fee simple title to or valid leasehold interests in all of its Real Property and good, valid and merchantable title to all of its other properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to Agent and such others as are specifically listed on Schedule 8.4 to the Information Certificate or permitted under Section 9.8 hereof.

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