Good and Valid Title. The Selling Stockholder has and will at the Closing Time and, if any Option Securities are purchased, on the Date of Delivery 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, assuming each such Underwriter has no notice of any adverse claim (within the meaning of Section 8-105 of the Uniform Commercial Code as in effect in the State of New York), each such Underwriter 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.
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. 13 (iv) Absence of Manipulation.................................... 13 (v) No Violation of Regulation M............................... 14 (vi) Absence of Further Requirements............................ 14 (vii) Restriction on Sale of Securities.......................... 14 Page ---- (viii) Certificates Suitable for Transfer......................... 14 (ix) No Association with NASD................................... 14 (x) Form W-9................................................... 14 (c) Officer's Certificates................................................. 14 SECTION 2. Sale and Delivery to Underwriter; Closing................................... 15 (a) Initial Securities.................................................. 15 (b) Option Securities................................................... 15 (c) Payment............................................................. 15 (d) Denominations; Registration......................................... 15
Good and Valid Title. 14 (iii) Due Execution of Custody Agreement and [CARAT] Power of Attorney............................... 14 (iv) Absence of Manipulation......................... 15 (v) Absence of Further Requirements................. 15 (vi) Certificates Suitable for Transfer; Instruments of Transfer [CARAT]................. 15 (vii) No Association with NASD........................ 15
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, the U.S. Purchase
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 Selling Shareholder (1) is the legal and beneficial owner of, or has a valid “security entitlement” (within the meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code) (“Valid Title”), in respect of the ordinary shares of the Company held by it and (2) immediately prior to each Time of Delivery (as defined in Section 4 hereof) will have Valid Title in respect of the Total Shares to be sold by such Selling Shareholder hereunder at such Time of Delivery, in each case, free and clear of all liens, encumbrances, equities or claims; and, assuming that each Underwriter acquires its interest in the Total Shares it has purchased without notice of any adverse claim (within the meaning of Section 8-105 of the New York Uniform Commercial Code), each Underwriter that has purchased Shares delivered on each Time of Delivery to DTC by making payment therefor, as provided herein, and that has had such Shares credited to the securities account or accounts of such Underwriter maintained with DTC will have acquired a security entitlement (within the meaning of Section 8-102(a)(17) of the New York Uniform Commercial Code) to such Shares purchased by such Underwriter, and no action based on an adverse claim may be successfully asserted against such Underwriter with respect to such Shares; for purposes of this representation, such Selling Shareholder may assume that when such payment, delivery and crediting occur, (x) such Shares will have been registered in the name of a nominee designated by DTC, in each case on the Company’s register of members in accordance with its memorandum of association and articles of association, by-laws and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC and (z) appropriate entries to the accounts of the several Underwriters on the records of DTC will have been made pursuant to the UCC;
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 valid 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. Selling Stockholder is the sole record owner of, and has and will have good and valid title to, all Repurchase Shares being sold pursuant to this Agreement, free and clear of all liens, encumbrances, security interests and claims whatsoever; and upon sale and delivery of, and payment for, such Repurchase Shares, as provided herein, at the Closing, Selling Stockholder will convey to the Company good and valid title to such Repurchase Shares, free and clear of all liens, encumbrances and security interests.
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).
