Common use of Title and Security Entitlement Clause in Contracts

Title and Security Entitlement. The Selling Stockholder has, and immediately prior to any date on which the Selling Stockholder is selling shares of Securities, the Selling Stockholder will have, good and valid title to, or a valid “security entitlement” within the meaning of Section 8-501 of the New York Uniform Commercial Code (the “UCC”) in respect of, the shares of Securities to be sold by the Selling Stockholder hereunder on such date, free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under this Agreement.