Good and Valid Title Sample Clauses

Good and Valid Title. Seller and the Selling Affiliates have, or as of the Closing Date will have, good and valid title to all material Acquired Assets (other than Transferred Inventory covered by open purchase orders), in each case free and clear of all Liens, except (i) such as are set forth in Section 4.04 of the Seller Disclosure Schedule; (ii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, Liens arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business and Liens for Taxes and other governmental charges which are not due and payable or which may thereafter be paid without penalty; and (iii) other imperfections of title or encumbrances, if any, which do not, individually \ or in the aggregate, materially impair the continued use and operation of the Acquired Assets to which they relate (the Liens described in clauses (i), (ii) and (iii) above are hereinafter referred to collectively as “Permitted Liens”). This Section 4.04 does not relate to Intellectual Property or Contracts, such items being the subjects of Section 4.06 and Section 4.07, respectively.

Good and Valid Title. 11 (iv) Due Execution of Power of Attorney and Custody Agreement ................. 11 (v) Absence of Manipulation .................................................. 12 (vi) Absence of Further Requirements .......................................... 12 (vii) Restriction on Sale of Securities ........................................ 12 (viii) Certificates Suitable for Transfer ....................................... 12 (ix) No Association with NASD ................................................. 12 (c) Officer's Certificates ................................................................ 13 SECTION 2. Sale and Delivery to Underwriters; Closing ............................................ 13 (a) Initial Securities .................................................................... 13 (b) Option Securities ..................................................................... 13 i 3 (c) Payment ............................................................................... 14 (d) Denominations; Registration ........................................................... 14

Good and Valid Title. 14 (iii) Due Execution of Custody Agreement and Power of Attorney..................... 14 (iv) Absence of Manipulation...................................................... 15 (v) Absence of Further Requirements.............................................. 15 (vi) Certificates Suitable for Transfer; Instruments of Transfer.................. 15 (vii) No Association with NASD..................................................... 15

Good and Valid Title. Such Selling Shareholder has and at the Closing Time and, if any Option Securities are purchased, on the applicable Date of Delivery, will have good and valid title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement.

Good and Valid Title. Such Selling Shareholder has and will at the Closing Time have good and valid title to the Securities to be sold by such Selling Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such Underwriter has no notice of any adverse claim, each of the Underwriters will receive good and marketable title to the Securities purchased by it from such Selling Shareholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind.

Good and Valid Title. (a) Seller or a Seller Affiliate has, or as of the Closing will have, good and valid title to all Transferred Assets, other than those sold or otherwise disposed of since the date of this Agreement not in violation thereof, in each case free and clear of all mortgages, liens, charges, claims, security interests, options or other rights to purchase, pledges or other encumbrances of any kind (collectively, “Liens”), except (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, in each case for sums not yet overdue for a period of more than thirty (30) days or that are being contested in good faith by appropriate proceedings, (ii) Liens arising under original purchase price conditional sales Contracts or equipment leases with third parties entered into in the ordinary course of business, (iii) Liens for Taxes and other governmental charges that are not due and payable or that may thereafter be paid without penalty and (iv) other imperfections of title, licenses or encumbrances, if any, which do not materially impair the continued use and operation of the Transferred Assets to which they relate in the conduct of the Business as presently conducted (such Liens in clauses (i) through (iv), collectively, “Permitted Liens”). (b) This Section 3.05 does not relate to intellectual property, such items being the subject of Section 3.06.

Good and Valid Title. Except as set forth on Schedule 4.9, Seller has the right to acquire and transfer to Buyer, good and valid title to the Purchased Assets, in each case free and clear of all Liens (other than Permitted Liens).

Good and Valid Title. Such Seller is the record and beneficial owner, and has good and marketable title to the Company Units to be sold by such Seller hereunder, with the right and authority to sell and deliver such Company Units, free and clear of all Liens, and, upon consummation of the transfer of such Company Units as contemplated hereby, Buyer shall have good and valid title to such Company Units free and clear of any Liens.

Good and Valid Title. Investment Capital Corporation, a Texas corporation and an indirect wholly-owned subsidiary of the Selling Stockholder, has and will at the Closing Time have good and valid title to the Securities to be sold by the Selling Stockholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, each of the Underwriters will receive good and valid title to the Securities purchased by it from the Selling Stockholder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind (other than any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance that may be imposed by or may arise through or under the Underwriters).