Common use of SALES FREE OF ENCUMBRANCES Clause in Contracts

SALES FREE OF ENCUMBRANCES. Upon the transfer of Director Shares pursuant to this Agreement, the Director Holder shall discharge any indebtedness permitted by Section 1.3 and deliver to the purchaser the share certificates representing such Director Shares free and clear of any pledge, lien, security interest or other encumbrance of any kind. If the Director Holder fails to comply with the preceding sentence, the purchaser may withhold from the purchase price an amount equal to the indebtedness secured by any such pledge, lien, security interest or other encumbrance or, if the amount of such indebtedness is not known by the purchaser, an amount equal to the purchaser's good faith estimate thereof (no limitation of any other remedy available to the purchaser being intended) and apply such withheld amount to extinguish such debt. Any such payment of such withheld amount shall discharge the purchaser's obligation to make payment for the purchased shares to the extent of such withheld amount. If a selling Director Holder fails to deliver certificates representing Director Shares being sold as required at the closing of such sale, the purchaser may deposit the purchase price therefor with the Corporation and, upon such deposit, those certificates shall be deemed canceled and of no effect (no limitation of any other remedy available to the purchaser being intended).

SALES FREE OF ENCUMBRANCES. Upon the transfer of Director Management Shares pursuant to this Agreement, the Director Management Holder shall discharge any indebtedness permitted by Section 1.3 and deliver to the purchaser the share certificates representing such Director Management Shares free and clear of any pledge, lien, security interest or other encumbrance of any kind. If the Director Management Holder fails to comply with the preceding sentence, the purchaser may withhold from the purchase price an amount equal to the indebtedness secured by any such pledge, lien, security interest or other encumbrance or, if the amount of such indebtedness is not known by the purchaser, an amount equal to the purchaser's good faith estimate thereof (no limitation of any other remedy available to the purchaser being intended) and apply such withheld amount to extinguish such debt. Any such payment of such withheld amount shall discharge the purchaser's obligation to make payment for the purchased shares to the extent of such withheld amount. If a selling Director Management Holder fails to deliver certificates representing Director Management Shares being sold as required at the closing of such sale, the purchaser may deposit the purchase price therefor with the Corporation and, upon such deposit, those certificates shall be deemed canceled cancelled and of no effect (no limitation of any other remedy available to the purchaser being intended).