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 Seller to the Purchaser at or after Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the HD Commerce Shares to be transferred to the 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 executed and delivered by the Seller Purchaser Parent to the Purchaser Seller at or after the Closing are and will be legal, valid and binding obligations of the SellerPurchaser Parent, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser Seller good, valid and marketable title to all the HD Commerce Parent Common Shares to be transferred to the Purchaser 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 Seller Purchaser to the Purchaser Seller at or after Closing are and will be legal, valid and binding obligations of the SellerPurchaser, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser Seller good, valid and marketable title to all the HD Commerce UCC Common Shares to be transferred to the Purchaser 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 to be executed and delivered by the Seller to the Purchaser at or after the Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the HD Commerce Shares to be transferred to the Purchaser 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 Seller to the Purchaser at or after the Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the HD Commerce Shares to be transferred to the 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 the Purchaser at or after the Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, good and valid and marketable title to all the HD Commerce Shares to be transferred to the Purchaser 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 each Seller to the Purchaser Purchasers at or after the Closing are and will be legal, valid and binding obligations of the each Seller, respectively, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable Purchasers good title to all the HD Commerce Shares to be transferred to the Purchaser 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.

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