Ownership Free of Encumbrances. Except for the security interest granted hereby, Debtor now owns, or will use the proceeds hereof to become the owner of, the Collateral free from any prior lien, security interest or encumbrance. No financing statement covering the Collateral or any proceeds thereof is on file in any public office, except for financing statements showing Secured Party as the sole secured party thereunder. Debtor has a good right to grant a security interest in the Collateral to Secured Party.
Ownership Free of Encumbrances. All shares of capital stock that are Collateral are duly issued, fully paid and non-assessable, and except for the security interest granted hereby to Pledgee, Pledgor now owns the Collateral free from any lien, security interest, claim or encumbrance.
Ownership Free of Encumbrances. Subject to removal of liens by other lenders which shall be removed prior to any funding, and except for the security interest granted hereby, Debtor now owns, or will use the proceeds hereof to become the owner of, the Collateral free from any prior lien, security interest or encumbrance. No financing statement covering the Collateral or any proceeds thereof is on file in any public office, except for financing statements showing Secured Party as the sole secured party thereunder. Debtor has a good right to grant a security interest in the Collateral to Secured Party.
Ownership Free of Encumbrances. Debtor is, and will remain, the owner of the Collateral free and clear of any prior liens, security interests, encumbrances or conflicting claims or rights of any kind, except security interests in favor of Secured Party, and, with respect to Debtor's patents, trade marks and trade names, except for an existing security interest. Debtor will not transfer or offer or attempt to transfer, by lease, sale or otherwise, any interest in the Collateral or possession thereof without the express written consent of Secured Party. Debtor will defend the Collateral against all claims and demands all of persons at any time claiming the Collateral or any interest therein. Notwithstanding the foregoing, but subject to other provisions hereof and of the Loan Agreement, Debtor may collect its Receivables and dispose of or consume its Inventory in the ordinary course of Debtor's business, and may sell assets not of a material value if no longer used or useful in Debtor's business, provided that any such sale, transfer or other disposition shall be for a price not less than the fair market value of any such assets and shall be pursuant to commercially reasonable terms and conditions, and provided further that such sales, transfers and dispositions will not create an Event of Default under any other provision of this Agreement or the Loan Agreement.
Ownership Free of Encumbrances. Except for the Security Interest granted hereby, Debtor to the extent it was given good title by secured party now owns good title to the Collateral, free from any lien, security interest, claim or encumbrance, except for any claim by secured party or secured parties on Exhibit C of the Loan Agreement.
Ownership Free of Encumbrances. Debtor is and will remain the legal and beneficial owner of the Collateral, free and clear of any prior Liens, except the security interest created hereby and except as set forth in Subsection 5.6 of the Credit Agreement. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein, other than persons holding Liens permitted under Subsection 5.6 of the Credit Agreement. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office except such as may have been filed pursuant to this Agreement and except as set forth in Schedule I attached hereto. Debtor has exclusive possession and control of the Collateral.
Ownership Free of Encumbrances. Pledgor is and will remain the legal and beneficial owner of the Collateral, free and clear of any prior liens, security interests, encumbrances or conflicting claims, or rights of any kind, except the security interest created hereby, and Pledgor will not transfer or offer or attempt to transfer, by lease or sale or otherwise, any interest in the Collateral or possession thereof without the express written consent of Secured Parties. All of the shares of the Heartsoft Stock have been duly and validly issued and are fully paid and nonassessable. Pledgor will defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office except such as may have been filed pursuant to this Joint Security Agreement.
Ownership Free of Encumbrances. Debtor is and will remain the legal and beneficial owner of the Collateral, free and clear of any prior liens, security interests, encumbrances or conflicting claims, or rights of any kind, except the security interest created hereby, and Debtor will not transfer or offer or attempt to transfer, by lease or sale or otherwise, any interest in the Collateral or possession thereof without the express written consent of Secured Party. Debtor will defend the Collateral against all claims and demands of all persons at any time claiming the Collateral or any interest therein. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office except such as may have been filed pursuant to this Security Agreement.
Ownership Free of Encumbrances. (a) Each Signing Holder who is a Shareholder represents and warrants that immediately prior to the Closing Date, such Signing Holder will own, beneficially and of record, free and clear of any and all Encumbrances, and will deliver valid and marketable title to all of the Shares listed after his or its name on Annex A hereto. Except as otherwise disclosed in Annex A, such Signing ------- ------- Holder (i) owns no other Shares, Options, SARs, Other Rights or Equity-Related Interests of the Companies and (ii) is not a party to any option agreement or other agreement with any other Person pursuant to which such other Person has or may have the right to acquire Shares held of record by such Signing Holder.
(b) Each Signing Holder who is an Option Holder represents and warrants that immediately prior to the Closing Date, such Signing Holder will own, beneficially and of record, free and clear of any and all Encumbrances, all of the Options listed after his or her name on Annex A hereto. Except as ------- otherwise disclosed in Annex A, such Signing Holder (i) owns no other Shares, ------- Options, SARs, Other Rights or Equity-Related Interests of the Companies and (ii) is not a party to any option agreement or other agreement with any other Person pursuant to which such other Person has or may have the right to acquire Options held of record by such Signing Holder.
(c) Each Signing Holder who is an SAR Holder represents and warrants that immediately prior to the Closing Date, such Signing Holder will own, beneficially and of record, free and clear of any and all Encumbrances, all of the SARs listed after his or her name on Annex A hereto. Except as otherwise ------- disclosed in Annex A, such Signing Holder (i) owns no other Shares, Options, ------- SARs, Other Rights or Equity-Related Interests of the Companies and (ii) is not a party to any option agreement or other agreement with any other Person pursuant to which such other Person has or may have the right to acquire SARs held of record by such Signing Holder.
Ownership Free of Encumbrances. Except the Security Interest granted hereby, Debtor now owns the Collateral free from any lien, security interest, claim or encumbrance.
