Ownership/Good Title Clause Samples
The Ownership/Good Title clause establishes that the seller has legal ownership of the goods or property being transferred and the right to sell them. In practice, this clause assures the buyer that the seller is the rightful owner and that the goods are free from undisclosed liens, claims, or encumbrances. Its core function is to protect the buyer from disputes over ownership and to ensure that the buyer receives clear and marketable title upon purchase.
Ownership/Good Title. The Seller is the sole owner of the Servicing Rights. The Seller has good and marketable title thereto, and will transfer and sell its rights, title and interest in and to the Servicing Rights to the Purchaser free and clear of any Lien.
Ownership/Good Title. Immediately prior to the sale and assignment by --------------------- the Seller to the Trustee, the Seller had good and indefeasible title to, and was the sole owner of, such Home Equity Loan, free of any interest of any other Person, and the Seller has transferred all of its right, title and interest in and to such Home Equity Loan to the Trust. Upon receipt of each Loan File by the Trustee, the Trustee will have good title on behalf of the Trust to each Home Equity Loan and such other items comprising the corpus of the Trust free and clear of any lien.
Ownership/Good Title. (i) Such Consenting Noteholder (i) is, or is the investment manager for, the beneficial owner of or has binding commitments to purchase the aggregate principal amount of Convertible Notes and/or Oasis Notes, as applicable, set forth below its signature hereto; (ii) has full power and authority to act on behalf of, vote and consent to matters concerning such Notes, as applicable, and to dispose of, exchange, assign, and transfer such Notes; and (iii) does not otherwise own, hold or control any Notes other than as set forth below its signature hereto.
(ii) Such Consenting Noteholder’s Convertible Notes and/or Oasis Notes, as applicable, are free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal, or other limitation on disposition or encumbrance of any kind that would adversely affect in any way such Consenting Noteholder’s performance of its obligations contained in this Agreement at the time such obligations are required to be performed.
(iii) Such Consenting Noteholder has made no prior assignment, sale, participation, grant, conveyance, pledge, or other Transfer (as defined below) of, and has not entered into any other agreement to assign, sell, participate, grant, convey, pledge, or otherwise Transfer, in whole or in part, any portion of its right, title, or interests (economic or otherwise) in any of its Convertible Notes and/or Oasis Notes, as applicable, except, in each case, pledges that such Consenting Noteholder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker.
(iv) Prior to the Closing Date, each Consenting Noteholder agrees with the Company not to, directly or indirectly, wholly or in part, (1) sell, assign, transfer, loan, hypothecate, pledge, permit the participation in, or otherwise dispose of, or offer or enter into any contract or arrangement with respect to any of the foregoing, of any ownership, economic or other interest in any of the Convertible Notes and/or Oasis Notes, as applicable, (2) deposit any interest in the Convertible Notes and/or Oasis Notes, as applicable, into a voting trust, (3) enter into any swap, option or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of shares of any Convertible Notes and/or Oasis Notes, as applicable, or (4) grant any proxies or enter into a voting agreement (other than ...