Common use of Beneficial Owner Clause in Contracts

Beneficial Owner. With respect to the Note (i) the Noteholder owns, good and marketable title to the Note, free and clear of any liens or encumbrances and the Note has not been pledged to any third party; (ii) the Note held by the Noteholder is not subject to any transfer restriction, other than the restriction that they have not been registered under the 1933 Act and, therefore, cannot be resold unless registered under the 1933 Act or in a transaction exempt from or not subject to the registration requirements of the 1933 Act; (iii) the Noteholder has not entered into any agreement or understanding with any person or entity to dispose of any of the Note or the dividends to be issued with respect to theNote; and (iv) at the Closing, the Noteholder will convey to the Company good and marketable title to the Note, free and clear of any security interests, liens, adverse claims, encumbrances, taxes or encumbrances.

Beneficial Owner. With respect to the Note (i) the Noteholder owns, good and marketable title to the Note, free and clear of any liens or encumbrances and the Note has not been pledged to any third party; (ii) the Note held by the Noteholder is not subject to any transfer restriction, other than the restriction that they have not been registered under the 1933 Act and, therefore, cannot be resold unless registered under the 1933 Act or in a transaction exempt from or not subject to the registration requirements of the 1933 Act; (iii) the Noteholder has not entered into any agreement or understanding with any person or entity to dispose of any of the Note or the dividends to be issued with respect to theNotethe Note; and (iv) at the Closing, the Noteholder will convey to the Company good and marketable title to the Note, free and clear of any security interests, liens, adverse claims, encumbrances, taxes or encumbrances.