Common use of Ownership of Shares; Title Clause in Contracts

Ownership of Shares; Title. Seller is the lawful owner, beneficially and of record of all of the Shares, and, subject to obtaining the Institutional Lenders Consent and the Lenders Banks Consents, shall transfer to Purchaser at the Closing, all of the Shares, free and clear of all Encumbrances or as contemplated hereunder. Seller does not own any other shares, options or other rights to subscribe for, purchase or acquire any securities of the Company from the Company or from any other Person.

Ownership of Shares; Title. Seller is the lawful owner, beneficially sole record and of record of all beneficial owner of the Shares, and, subject to obtaining the Institutional Lenders Consent and the Lenders Banks Consents, shall transfer to Purchaser at the Closing, all of the Shares, Shares free and clear of all Encumbrances or as contemplated hereunderliens, claims, pledges, security interests, options, purchase rights, charges, restrictions and encumbrances of any kind. Seller does is not own a party to or bound by any other sharesagreement, options obligation, commitment, order, judgment or other rights to subscribe fordecree which prohibits the execution of this Agreement by Seller, purchase or acquire which would prohibit or restrict in any securities manner the transfer of the Company from Shares in the Company or from any other Personmanner contemplated hereby.

Ownership of Shares; Title. Seller is the lawful owner, beneficially and sole owner of record of all and beneficially of the Shares. Seller has, and, subject to obtaining the Institutional Lenders Consent and the Lenders Banks Consents, shall transfer to Purchaser Buyer at the Closing, all of good and marketable title to the Shares, free and clear of any and all Encumbrances or as contemplated hereunder. Seller does not own any other sharesEncumbrances, options proxies and voting or other rights to subscribe foragreements, purchase or acquire any except restrictions on transfer imposed by applicable federal and state securities laws. None of the Company from Shares are pledged, including in connection with any third party financing of any Seller. Except as set forth on Schedule 3.1.2, neither the Company nor Seller is bound to offer or from provide any other Personbenefit to any former shareholder of the Company.