Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time or a Date of Delivery (as defined below), as applicable will have, valid title to 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 the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time or a and each Date of Delivery (as defined below)will be, as applicable will have, valid title to the beneficial owner 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 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 ShareholderShareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time or and, if such Selling Shareholder is selling Option Securities on a Date of Delivery (as defined below)Delivery, as applicable at each Date of Delivery, will have, valid title to the Securities (or to a security entitlement in respect thereof) 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 the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder.

Valid Title. Such The Selling Shareholder has, and at is the Closing Time or a Date lawful owner of Delivery (as defined below), as applicable will have, valid title to the Securities to be sold by such 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 the Power of Attorney and Custody Agreement (other than in the case of the Xxxx Capital Selling Shareholders) and to sell, transfer and deliver the Securities to be sold by such Selling Shareholderdefects.

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

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

Valid Title. Such The Selling Shareholder hasis, and at the Closing Time or a Date will be, the beneficial owner of Delivery (as defined below), as applicable will have, valid title to 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 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 ShareholderShareholder or a valid security entitlement in respect of such Securities.