Common use of Title to Shares Clause in Contracts

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free with good and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal marketable title to the Sharesthereto, free and clear of all liens, pledges, encumbrances, equitiesrestrictions, assessments and claimsoptions, rights to purchase and/or claims of any kind. Other than Seller, no person has any interest in the Shares owned by Seller.

Title to Shares. The Each Seller is the sole record and beneficial owner of the SharesShares and has good and marketable title thereto. Each Seller has the absolute right to sell, assign, convey, transfer and deliver the Shares and such Shares are free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all lienspledges, encumbrances, equitiesrestrictions, assessments and claims.

Title to Shares. The Seller is the sole lawful, record and beneficial owner of all of the Shares, free and clear of all any liens, encumbrances, equities, assessments and claims, andagreements, upon delivery charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares by in accordance with the Seller terms of this Agreement transfers to Buyer legal and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrancessecurity interests, equities, assessments and claimshypothecations or pledges.

Title to Shares. The Seller is the sole record legal and beneficial owner of and has good and valid title to the Shares and upon delivery to the Purchaser of the Shares to be sold by Seller to the Purchaser, against payment made pursuant to this Agreement, good and valid title to such Shares, free and clear of all liensany lien, encumbrancespledge, equitiescharge, assessments and claimssecurity interest, andmortgage, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementor other encumbrance or adverse claim, the Seller will transfer pass to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsPurchaser.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, security interests, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Share Purchaser pursuant to this Share Agreement, the Seller will transfer to the Share Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, security interests, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free Shares registered in his name and clear of all liens, encumbrances, equities, assessments Seller has full right and claims, and, upon delivery of title without any lien or encumbrance whatsoever to the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant and unrestricted right, power, and authority to this Agreementexchange, the Seller will transfer to the Purchaser valid legal title to assign, transfer, and deliver the Shares, free and clear of all liensclaims, encumbrancescharges, equities, assessments restrictions, pledges, liens, or encumbrances of any kind. Seller acquired the Shares legally and claimswithout knowledge or notice of any infirmity with respect to the Shares.

Title to Shares. The Each Seller is the sole record lawful and beneficial owner of the all of such Seller’s Shares, free and clear of all any liens, encumbrances, equities, assessments and claims, andagreements, upon delivery of the Shares by the Seller charges, security interests and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsencumbrances whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, Shares free and clear of all liens, encumbrances, equities, assessments Liens (other than Permitted Liens). Seller has good and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal marketable title to the SharesShares and has the power and authority to sell, free transfer, assign and clear of all liens, encumbrances, equities, assessments deliver the Shares to Buyer upon the terms and claimssubject to the conditions set forth in this Agreement.

Title to Shares. The Seller represents and warrants to the Buyer that he has good title to, and is the sole beneficial and record and beneficial owner of, all of the Shares, his Shares free and clear of any and all liens, encumbrancessecurity interests, equitiesmortgages, assessments and charges, restrictions, adverse claims, and, upon delivery encumbrances and rights of the Shares by the Seller other persons of every nature and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsdescription whatsoever.

Title to Shares. The Seller is the sole lawful, record and beneficial owner of all the Shares, free and clear of all any liens, encumbrances, equities, assessments and claims, andagreements, upon delivery charges, security interests and encumbrances whatsoever. The sale, conveyance, assignment, and transfer of the Shares by in accordance with the Seller and payment terms of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer Agreement transfers to the Purchaser Buyer legal and valid legal title to the Shares, free and clear of all liens, encumbrancessecurity interests, equities, assessments and claimshypothecations or pledges.

Title to Shares. The Seller (a) is the sole record and beneficial owner of the *** Shares, (b) has full power, right and authority, and any approval required by applicable Law, to make and enter into this Agreement and to sell, assign, transfer and deliver the *** Shares to the Purchaser, and (c) has good and valid title to the *** Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsLiens.

Title to Shares. The Seller is the sole lawful record and beneficial owner of the Shares, and has title to the Shares free and clear of all liens, encumbrances, equities, assessments Liens other than applicable federal and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the state securities law restrictions. The Seller will transfer deliver to the Purchaser valid legal title to at the Shares, Closing the Shares free and clear of all liens, encumbrances, equities, assessments Liens other than applicable federal and claimsstate securities law restrictions.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free with good and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal marketable title to the Sharesthereto, free and clear of all liens, encumbrancesclaims, equitiescharges, assessments and claimspledges, proxies, security interests, or any encumbrance whatsoever, and, except as provided in this Agreement, there are no outstanding purchase agreements, options, warrants or other rights of any kind whatsoever entitling any person to purchase an interest in any Shares or restricting the transfer of the Shares.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments has good and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liensany Liens, encumbrances, equities, assessments and claimsexcept as are imposed by applicable securities or other laws.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon the delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser to Buyer pursuant to this Agreement, the Seller Agreement will transfer and convey good and valid title thereto to the Purchaser valid legal title to the SharesBuyer, free and clear of all liens, claims and encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record direct legal and beneficial owner of of, and has good and marketable title to, the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser Liens other than those arising pursuant to this Agreement and transfer restrictions of general applicability under applicable securities Laws. Seller has the right, authority and power to sell, assign and transfer the Shares to Buyer in accordance with the terms of this Agreement. There are no outstanding obligations, the Seller will transfer options, warrants or other rights of any kind, including any restrictions on transfers, relating to the Purchaser valid legal title to sale or voting of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner owners of the Shares, Shares and owns the Shares free and clear of all liensany Liens, encumbrancesincluding, equitieswithout limitation, assessments claims or rights under any voting trust agreements, shareholder agreements or other agreements. At the Closing, Seller transfers and claimsconveys, andand Buyer acquires, upon delivery of the Shares by the Seller good and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liensLiens, encumbrances, equitiespledges, assessments security interests and claimsclaims whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, and holds good and marketable title to the Shares free and clear of all transfer restrictions, security interests, liens, encumbrances, equities, assessments claims and claims, and, upon delivery options; and immediately after Seller's sale of the Shares by the Seller to Buyers hereunder, Buyers will hold good and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal marketable title to the Shares, Shares free and clear of all transfer restrictions, security interests, liens, encumbrances, equitiesclaims and options, assessments and claimsother than those created or suffered to exist by Buyers or either of them.

Title to Shares. The Seller is the sole record owns beneficially and beneficial owner of record, and has good and indefeasible title to, the Shares, free and clear of all security interests, pledges, charges, liens, encumbrances, equities, assessments and claims, and, upon delivery or encumbrances of any kind. Seller did not acquire any of the Shares by the Seller and payment in violation of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear any preemptive right of all liens, encumbrances, equities, assessments and claimsany person.

Title to Shares. The Seller (a) is the sole record and beneficial owner of the Sharesowner, free and clear of all any liens, pledges, mortgages, encumbrances, equitiesoptions, assessments and claimsrestrictions, andcharges, upon delivery agreements, defects of title or claims (collectively "Liens"), of the Shares by the Seller Shares, and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement(b) will sell, the Seller will transfer transfer, assign and deliver good and valid title to the Purchaser Shares at the Closing as provided in this Agreement and Buyer will acquire good and valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsany Liens other than those resulting from Buyer's actions.

Title to Shares. The Seller is the sole record owner, beneficiary and beneficial owner of record, of all the Shares, Shares free and clear of all liens, encumbrances. security agreements, equities, assessments and options, claims, andcharges, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsrestrictions.

Title to Shares. The Seller is the sole lawful, record and beneficial owner of all of the Shares, free and clear of all any liens, encumbrances, equities, assessments and claims, andagreements, upon delivery of the Shares by the Seller charges, security interests and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsencumbrances whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner and holder of the Shares, free and clear of all liensLiens and none of such Shares is subject to pre-emptive or similar rights, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser either pursuant to this Agreementany requirement of Law or any contract, the Seller will transfer and no Person has any pre-emptive rights or similar rights to the Purchaser valid legal title to the purchase or receive any such Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Seller Shares, . All of the Seller Shares are owned free and clear of all liensLiens or encumbrances and limitations of domain and are not subject to any proxies, encumbrancescontracts, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimscalls or other commitments.

Title to Shares. The Seller is the sole record and beneficial owner of the Sharesowner, free and clear of any and all liensEncumbrances, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by Subject Shares. There are no options, warrants, rights, convertible securities or other agreements or commitments (written or oral) obligating Seller to transfer or sell, or cause the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementissuance, the Seller will transfer to the Purchaser valid legal title to the or sale of, any such Subject Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, Shares and such Shares are owned free and clear of all any liens, encumbrances, equitiespledges, assessments security interests and claimsclaims whatsoever; including, andwithout limitation, upon delivery of claims or rights under any voting trust agreements, shareholder agreements or other agreements. At the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this AgreementClosing, the Seller will transfer to the and convey, and Purchaser valid legal will acquire, good and marketable title to the Shares, free and clear of all liens, encumbrances, equitiespledges, assessments security interests and claimsclaims whatsoever.

Title to Shares. The Seller is the sole record legal and beneficial owner of all of the issued and outstanding Company Shares, free and clear of all liensLiens. Seller is not a party to any option, encumbranceswarrant, equitiespurchase right or other contract or commitment that could require Seller to sell, assessments and claimstransfer, and, upon delivery or otherwise dispose of the any Company Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to (other than this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claims).

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equitiessecurity agreements, assessments and claimsoptions, andcharges, upon delivery restrictions or any other claims of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementany type, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimskind or nature whatsoever.

Title to Shares. The Seller is the sole record and beneficial owner of the SharesShares and has good and marketable title thereto. Seller has the absolute right to sell, assign, convey, transfer and deliver the Shares and such Shares are free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all lienspledges, encumbrances, equitiesrestrictions, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by Liens except as set forth in a Shareholder Agreement between the Seller and payment the Company (which agreement will not bind the Purchaser). The delivery by Seller to Purchaser of the Purchase Price certificate or certificates representing the Shares in full by the accordance with this Agreement will vest Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser with good and valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsLiens.

Title to Shares. The Seller is the sole record owner, beneficially and beneficial owner of record, of all the Shares, Shares free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrancessecurity agreements, equities, assessments options, claims, charges, and claimsrestrictions.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, Shares sold by her. The Shares are owned by the Seller free and clear of any and all liens, encumbrancespledges, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liensrestrictions, encumbrances, equitiesor interests of any third persons whatsoever, assessments and claimsthe Seller has good and marketable title to and right to sell the Shares as herein provided.

Title to Shares. The Seller is the sole record and beneficial owner of and has good and valid title to the SharesShares which will be sold by Seller as contemplated hereby, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares any Liens except for restrictions on transfer imposed by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsapplicable securities laws.

Title to Shares. The Seller is the sole record owner, beneficially and beneficial owner of record, of all of the Shares, . All of the Shares are free and clear of all liens, encumbrances, equities, assessments and claims, and, upon Encumbrances. Upon delivery to Purchaser of the stock certificates representing the Shares by the Seller and payment of for the Purchase Price Shares at the Closing as provided in full by the Purchaser pursuant to this Agreement, the Seller will transfer convey to the Purchaser good and valid legal title to the Shares, free and clear of all liensany Encumbrance, encumbrances, equities, assessments and claimsother than those created by Purchaser.

Title to Shares. The Seller is Sellers are the sole record owners, beneficially and beneficial owner of record, of all the Shares, shares free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrancessecurity agreements, equities, assessments options, claims, charges, and claimsrestrictions.

Title to Shares. The Seller is the sole record and beneficial owner of the Sharesowner, free and clear of any and all liensEncumbrances, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by Subject Shares. There are no options, warrants, rights, convertible securities or other agreements or commitments (written or oral) obligating Seller to transfer or sell, or cause the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementissuance, the Seller will transfer to the Purchaser valid legal title to the or sale of, any such Subject Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is Sellers are the sole record and beneficial owner owners of the Shares, free and clear of all liens, claims, encumbrances, equitiesoptions, assessments pledges and claims, and, security interests (“Liens”) and upon delivery consummation of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementtransactions contemplated hereby, the Seller Sellers will transfer to the Purchaser good and valid legal title to the SharesShares to Buyer, free and clear of all liens, encumbrances, equities, assessments and claimsLiens.

Title to Shares. The Seller is the sole beneficial and record owner of all of the issued and beneficial owner outstanding Shares, free and clear of any Liens whatsoever. Seller has good and marketable title to the Shares. Upon consummation of the transactions provided for in this Agreement in accordance with the terms hereof, Buyer will acquire good and marketable title to all of the Shares, free and clear of all liensany Liens whatsoever, encumbrances, equities, assessments other than transfer restrictions under federal and claims, and, upon delivery of the Shares state securities laws and any Liens granted by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsBuyer.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares set forth opposite the Seller's name on Schedule A, free and clear of any Security Interest, and has full power and authority to convey such Shares, free and clear of all liens, encumbrances, equities, assessments and claimsany Security Interest, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by for such Shares as herein provided, the Purchaser pursuant to this Agreementwill acquire good, the Seller will transfer to the Purchaser marketable and valid legal title to the Sharesthereto, free and clear of all liens, encumbrances, equities, assessments and claimsany Security Interest.

Title to Shares. The Seller is the sole beneficial and record owner of all of the issued and beneficial owner outstanding Shares, free and clear of any Liens whatsoever. Seller has good and marketable title to the Shares. Upon consummation of the transactions provided for in this Agreement in accordance with the terms hereof, Buyers, by and through Agent, will acquire good and marketable title to all of the Shares, free and clear of all liensany Liens whatsoever, encumbrances, equities, assessments other than transfer restrictions under federal and claims, and, upon delivery of the Shares state securities laws and any Liens granted by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claimsAgent.

Title to Shares. The Seller is the sole record and beneficial owner of and has legal and valid title to the SharesStock free and clear of all rights of repurchase, rights of first refusal or any other rights of any third party, liens, pledges, charges, claims and other encumbrances actual or, to its knowledge, alleged. Delivery of the Stock to Purchaser at the Closing pursuant to Section 2 of this Agreement will transfer to Purchaser legal and valid title to the Stock, free and clear of all any liens, pledges, charges, claims or other encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares (and the underlying Conversion Shares), free and clear of all liens, encumbrances, equities, assessments and claims.

Title to Shares. The Seller is the sole record and beneficial owner of the Shares, free and clear of all liens, encumbrances, equities, assessments has good and claims, and, upon delivery of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser valid legal title to the Shares, free and clear of all liensany Liens except as are imposed by applicable securities Laws. No other Person (other than Seller) owns any equity securities, encumbrancesor securities convertible or exchangeable for equity securities, equities, assessments and claimsissued by the Company or any of its Subsidiaries.

Title to Shares. The Seller is the sole record and beneficial owner of the Sharesall right, free title and clear of all liens, encumbrances, equities, assessments interest (legal and claims, and, upon delivery of beneficial) in and to the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreementhas good, the Seller will transfer to the Purchaser valid legal and marketable title to the Shares, free and clear of all liens, mortgages, pledges, security interests, claims, encumbrances, equitiesrestrictions and charges of any kind, assessments and claimswhether voluntary or involuntary.

Title to Shares. The Seller is the sole record and beneficial owner and the owner of the Shares, free and clear of all liens, encumbrances, equities, assessments and claims, and, upon delivery record of the Shares by the Seller and payment of the Purchase Price in full by the Purchaser pursuant to this Agreement, the Seller will transfer to the Purchaser has good and valid legal title to the Shares, free and clear of all liens, encumbrances, equitiesoptions, assessments claims, charges or security interests of any kind. Upon delivery of the Shares by the Seller and payment therefor by the Purchasers, the Seller shall have transferred to the Purchasers good and valid title to the Shares, free and clear of all liens, encumbrances, options, claims, charges or security interests of any kind.