Common use of Ownership of the Shares Clause in Contracts

Ownership of the Shares. Seller is the lawful owner of the Shares, free and clear of all liens, encumbrances, restrictions and claims of every kind. Except as set forth on Schedule 1.1 attached hereto, Seller has full legal right, power and authority to sell assign, transfer and convey the Shares in accordance with the terms and subject to the conditions of this Agreement. The delivery to Purchaser of the Shares pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any claim, lien, encumbrance or agreement with respect thereto.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Nematron Corp), Stock Purchase Agreement (Nematron Corp)

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Ownership of the Shares. Seller is the lawful owner of all of the Shares. The Shares are, as of the Effective Date, and shall be, as of the Closing Date, free and clear of all liens, encumbrances, restrictions and claims of every kind. Except as set forth on Schedule 1.1 attached heretokind and character (collectively, Seller has full legal right, power and authority to sell assign, transfer and convey the Shares in accordance with the terms and subject to the conditions of this Agreement“Encumbrances”). The delivery to Purchaser of the Shares pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any claim, lien, encumbrance or agreement with respect theretoand all Encumbrances.

Appears in 2 contracts

Samples: Debt Purchase and Assignment Agreement, Debt Purchase and Assignment Agreement (Next Group Holdings, Inc.)

Ownership of the Shares. The Seller is and until the Closing Date shall be the sole lawful owner of the Shares, which the Seller has subscribed and fully paid up and are free of any and clear of all liens, encumbrances, or restrictions, except the restrictions and claims of every kind. Except as set forth imposed on Schedule 1.1 attached hereto, Seller has full legal right, power and authority to sell assign, transfer and convey the Shares in accordance with the terms and subject to conditions hereof. Furthermore, at the conditions of this Agreement. The delivery to Purchaser of moment in which the Shares pursuant to are delivered in the provisions manner provided for herein, the Purchaser shall acquire the full and irrevocable ownership of this Agreement will transfer to Purchaser valid title theretosaid Shares, free and clear of any claimand all liens, lienencumbrances, encumbrance or agreement with respect theretorestrictions.

Appears in 1 contract

Samples: Agreement for the Purchase/Sale of Corporate Stock (Terra Networks Sa)

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Ownership of the Shares. Seller is the lawful owner of all of the Shares. The Shares are, as of the Effective Date, and shall be, as of the Closing Date, free and clear of all liens, encumbrances, restrictions and claims of every kind. Except as set forth on Schedule 1.1 attached heretokind and character (collectively, Seller has full legal right, power and authority to sell assign, transfer and convey the Shares in accordance with the terms and subject to the conditions of this Agreement"Encumbrances"). The delivery to Purchaser of the Shares pursuant to the provisions of this Agreement will transfer to Purchaser valid title thereto, free and clear of any claim, lien, encumbrance or agreement with respect theretoand all Encumbrances.

Appears in 1 contract

Samples: Debt Purchase and Assignment Agreement (Next Group Holdings, Inc.)

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