Common use of STOCK OWNERSHIP; ABSENCE OF ADVERSE CLAIMS Clause in Contracts

STOCK OWNERSHIP; ABSENCE OF ADVERSE CLAIMS. All of the issued and outstanding shares of Company Stock are owned of record and beneficially by Stockholders as set forth on Annex I and are free and clear of Adverse Claims, except for restrictions on transfer imposed by federal and state securities laws. This Agreement is the valid and binding obligation of Company and Stockholders, enforceable against each of them in accordance with its terms.

STOCK OWNERSHIP; ABSENCE OF ADVERSE CLAIMS. All of the issued and outstanding shares of Company Stock are owned of record and beneficially by Stockholders as set forth on Annex I and are free and clear of Adverse Claims, except for restrictions on transfer imposed by federal and state securities laws. This Agreement is the valid and binding obligation of Company and Stockholders, enforceable against each of them in accordance with its terms.

STOCK OWNERSHIP; ABSENCE OF ADVERSE CLAIMS. All of the issued and outstanding shares of Company Stock are owned of record and beneficially by Stockholders as set forth on Annex I II and are free and clear of Adverse Claimsall liens, except for security interests, encumbrances, adverse claims, pledges, charges, voting trusts, equities and other restrictions on transfer imposed by federal and state securities lawswhatsoever (collectively, "Adverse Claims"). This Agreement is the valid and binding obligation of Company and Stockholders, enforceable against each of them in accordance with its terms.

STOCK OWNERSHIP; ABSENCE OF ADVERSE CLAIMS. All of the issued and outstanding shares of Company Stock are owned of record and beneficially by Stockholders Seller as set forth on Annex I below and are free and clear of all Adverse Claims, except for restrictions on transfer imposed by federal and state securities laws. This Agreement is the valid and binding obligation of Company Company, Seller and StockholdersParent, enforceable against each of them in accordance with its terms.