Common use of Good Title Conveyed Clause in Contracts

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser Parent, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Parent Seller to the Seller Purchaser at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the Parent Common HD Commerce Shares to be transferred to the Seller Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Seller to Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentPurchaser, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable title to all the Parent UCC Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Purchaser Parent Seller to the Seller Purchaser at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller Purchaser good, valid and marketable title to all the Parent Common Shares to be transferred to the Seller Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Purchaser Parent such Seller to the Seller Buyer at or after the Closing are and will be legal, valid and binding obligations of the Purchaser Parentsuch Seller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Buyer good title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement such Seller's Target Shares, free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Purchaser Parent Sellers and Custodians to the Seller Buyer at or after the Closing are and will be legal, valid and binding obligations of the Purchaser Parent, enforceable in accordance with their respective terms, and will effectively vest in the Seller Buyer good, valid and marketable title to all of the Parent Common Shares to be transferred to the Seller issued and outstanding Holding Company Stock pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Seller to Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchaser good title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all EncumbrancesLiens.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Seller to Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, Purchaser good and valid and marketable title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock ------------------- powers, endorsements, assignments and other instruments being to be executed and delivered by the Seller to Purchaser Parent to the Seller at or after the Closing are and will be legal, valid and binding obligations of the Purchaser ParentSeller, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchaser good title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, except restrictions relating to the resale of the Shares by Purchaser imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments being to be executed and delivered by the Purchaser Parent each Seller to the Seller Purchasers at or after the Closing are and will be legal, valid and binding obligations of the Purchaser Parenteach Seller, respectively, enforceable in accordance with their respective terms, and will effectively vest in the Seller good, valid and marketable Purchasers good title to all the Parent Common Shares to be transferred to the Seller pursuant to and as contemplated by this Agreement Shares, free and clear of all Encumbrances, other than as set forth in the Sellers Pledge and Security Agreement.