Title; No Encumbrances. Except as disclosed on Schedule P-1 hereto, each Credit Party has good and indefeasible title to its personal property assets and good and marketable title to its Real Property (subject to exceptions that do not, in the aggregate, materially impair the use of any of the personal property and the Real Property, taken as a whole), and in the case of Collateral, free and clear of Liens except for Permitted Liens.
Title; No Encumbrances. The Seller has good, valid, indefeasible and merchantable title to the Vessel and the Vessel is free and clear of all mortgages, security interests, debts, claims, liens, libels and encumbrances of any kind whatsoever, including, without limitations, any charter or other similar agreement whether recorded or unrecorded (collectively, the “Encumbrances”) except for the Mortgage which shall be discharged by the Seller on the Closing Date in accordance with Section 1.2(c). The Seller hereby agrees to defend, protect, indemnify and hold harmless the Buyer against any and all costs, expenses, losses, damages, suits, claims or proceedings arising from any Encumbrance, including the Mortgage, that (i) exists prior to the Closing; or (ii) exists prior to the Closing and, notwithstanding the Seller’s covenants, representations and warranties herein, still exists after the Closing, in both instances, irrespective of when such costs, expenses, losses, damages, suits, claims or proceedings are incurred or raised, as applicable.
Title; No Encumbrances. Debtor is and will be the sole legal and beneficial owner of the Collateral free and clear of any adverse claim, Lien, or other right, title, or interest of any party, other than the Permitted Liens and the Priority Lien Obligations.
Title; No Encumbrances. Cap Z has full legal and beneficial ownership of the NVCS and NVCS Warrants to be exchanged hereunder. There are no Encumbrances on any of such NVCS or NVCS Warrants; and when such NVCS and such NVCS Warrants are delivered, upon receipt of 1,892,999 Common Shares and the Company Warrants delivered to Cap Z by the Company as contemplated hereby, the Company will acquire good and valid title to such NVCS and NVCS Warrants free and clear of any Encumbrances.
Title; No Encumbrances. Lessor represents and warrants that Lessor is the titleholder of the Premises and further agrees to timely notify Lessee of any default of any terms or conditions of any encumbrances upon said Premises. Lessor has granted no other real estate interests to any other party that would conflict with this Lease.
Title; No Encumbrances. Immediately prior to Closing, OldCo was the beneficial and record owner of the OldCo Equity Interest, free and clear of all Encumbrances, except those imposed pursuant to the terms of the Operating Agreement. At the Closing, against delivery of the Purchase Price, less the Offset and Deductions, OldCo (and CT) shall cause the Escrow Agent to release and deliver the Escrowed Documents to CT, which upon receipt by CT shall convey good and marketable title to the OldCo Equity Interest, free and clear of all Encumbrances, to CT. Except for this Agreement, OldCo is not a party to any Contract with any Person to acquire the OldCo Equity Interest.
Title; No Encumbrances. Main Street has good and valid title to all of the Main Street Assets, free and clear of any Claims or Encumbrances. Main Street has full right and power to (and at the Closing will) sell, convey, assign, transfer and deliver to the Company good and valid title to all Main Street Assets, free and clear of any and all Claims or Encumbrances.
Title; No Encumbrances. Laundry has good and valid title to all of the Laundry Assets, free and clear of any Claims or Encumbrances. Laundry has full right and power to (and at the Closing will) sell, convey, assign, transfer and deliver to the Company good and valid title to all Laundry Assets, free and clear of any and all Claims or Encumbrances.
Title; No Encumbrances. The Seller has and on the Closing Date: ---------------------- (a) is the exclusive owner of the Shares and is entitled to all rights evidenced thereby; and (b) has the full right, power and authority to sell, assign, transfer and deliver such Shares hereunder, free and clear of any and all claims, liens, pledges, charges, restrictions, encumbrances, security interests or other rights or interests of any person whatsoever. Upon the transfer of the Shares to the Purchaser pursuant to this Agreement, the Purchaser will receive valid, good and marketable title to the Shares, free and clear of any and all claims, liens, pledges, charges, restrictions, encumbrances, security interests or other rights or interests of any person whatsoever.
Title; No Encumbrances. NextWave is the lawful record and beneficial owner of all of the Company Interests, and NextWave has good and marketable title to such securities, free and clear of any encumbrances whatsoever and with no restrictions on the rights and other incidents of record and beneficial ownership pertaining thereto (other than pursuant to the Noteholder Agreements). There are no outstanding options, warrants, rights (preemptive or otherwise), calls, agreements or commitments to which either NextWave or the Company is a party to sell or otherwise transfer or dispose of the Company Interests, other than in connection with the proposed transfer to the Noteholders upon exercise of the Call Option. Except pursuant to this Agreement, NextWave has not assigned, sold, distributed, pledged or otherwise transferred or granted any right (including, without limitation, any right to acquire) or interest in all or any portion of the Company Interests.
