Absence of Encumbrances, etc. The Shareholder is the lawful holder of record and beneficial owner of the Shares and owns good and valid title to such Shares. There are no outstanding options, warrants, stock rights, agreements, contracts, puts, calls, commitments, pre-emptive rights, or demands of any character to which the Shareholder is a party or under which the Shareholder has any rights relating to the Shares; and, except for provisions in the Trust (as defined below) that give the Investment Manager the authority to direct the voting of the Shares while the Shares are owned by the Shareholder, there are no agreements to which the Shareholder is a party that restrict the transfer or voting of the Shares. The Shareholder has not granted to any person any proxies, powers of attorney, or similar rights or powers with respect to the Shares. At the Closing, upon transfer of the Shares to the Corporation, the Shares will be free and clear of all restrictions on transfer, mortgages, claims, liens, pledges, security interests or encumbrances of every kind and nature. From time to time, at the Corporation's request, the Shareholder and the Investment Manager will warrant and defend the Corporation's title to the Shares, execute, acknowledge and deliver to the Corporation any and all further instruments, documents, and other papers reasonably requested by the Corporation to evidence that title and otherwise give full force and effect to the full intent and purposes of this Agreement.
Absence of Encumbrances, etc. Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest in, any assets or property of the Parent or any of its Subsidiaries or rights thereunder.
Absence of Encumbrances, etc. Except with respect to Permitted Liens, there is no financing statement, security agreement, chattel mortgage, real estate mortgage or other document filed or recorded with any filing records, registry, or other public office, that purports to cover, affect or give notice of any present or possible future lien on, or security interest in, any assets or property of the Parent, any of its Subsidiaries, the Target and the Target's Subsidiaries or rights thereunder.
Absence of Encumbrances, etc. The Shareholder is the lawful holder of record and beneficial owner of the Shares and owns good and valid title to such Shares. There are no outstanding options, warrants, stock rights, agreements, contracts, puts, calls, commitments, pre-emptive rights, or demands of any character to which the Shareholder is a party or under which the Shareholder has any rights relating to the Shares; and there are no agreements to which the Shareholder is a party that restrict the transfer or voting of the Shares. The Shareholder has not granted to any person any proxies, powers of attorney, or similar rights or powers with respect to the Shares. At the Closing, upon transfer of the Shares to the Corporation, the Shares will be free and clear of all restrictions on transfer, mortgages, claims, liens, pledges, security interests or encumbrances of every kind and nature. From time to time, at the Corporation's request, the Shareholder will warrant and defend the Corporation's title to the Shares, execute, acknowledge and deliver to the Corporation any and all further instruments, documents, and other papers reasonably requested by the Corporation to evidence that title and otherwise give full force and effect to the full intent and purposes of this Agreement.
