Title to Notes. Such Exchanging Noteholder is the true and lawful owner of its Notes having the aggregate principal amount set forth opposite its name on Schedule I and such Notes are free and clear of all liens, restrictions, charges, adverse claims and other encumbrances (other than liens that would be released prior to the Closing and applicable restrictions under state and federal securities laws).
Title to Notes. The Holder has good and marketable title to all of the outstanding Notes and to all of the rights afforded thereunder, free and clear of any and all liens or adverse claims whatsoever. As of the Closing Date, the Holder shall not have assigned, conveyed or transferred any interest in the Notes to any third party.
Title to Notes. The Holder has good and valid title to the Notes in the aggregate principal amount set forth on Schedule A, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. The Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of the Notes or its rights in such Notes, or (ii) given any person or entity (“Person”) any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Notes which upon the Closing Date would limit the Holder’s power to transfer the Notes hereunder.
Title to Notes. Noteholder is the legal and beneficial owner of the Notes, and, upon consummation of the Exchange contemplated herein, the Company will acquire from Noteholder good and marketable title to such Notes, free and clear of all liens and claims.
Title to Notes. Lender is the sole owner of the Note Agreements and has full power and authority to enter into this Agreement subject to Lender's ability to assign or transfer the Note Agreements after the date hereof to an affiliate, provided Lender gives notice thereof to Debtor and the Trusts and the assignee agrees to be bound by the terms of this Agreement as if it were the Lender.
Title to Notes. The Issuer shall recognise the registered holder of any Notes as the absolute owner of them and the Issuer shall not be bound to take notice or see to the execution of any trust (whether express, implied or constructive) to which any of the Notes may be subject. No notice of any trust (whether express, implied or constructive) shall be entered on the Register in respect of any Notes and the Issuer shall not be affected by any notice it may have of the right, title, interest or claim of any person, other than the registered holder, to or in any of the Notes.
Title to Notes. Such Investor has full investment discretion with respect to the Notes set forth opposite the name of such Investor on Schedule I hereto or full authority to transfer such Notes, as the case may be, and it (or in the case of Southeastern, its Clients) have valid and marketable title thereto, free and clear of any Liens, and such Notes will be transferred to the Company free and clear of any Liens.
Title to Notes. LB1 owns the ABN Note and LBSF owns the BMG Note, free and clear of all Liens, other than Permitted Exceptions, and as to the BMG Note, to the fullest extent permissible under section 363(f) of the Bankruptcy Code, Purchaser will be vested with good title to such Notes, free and clear of all Liens. The Notes are registered with the Module Registry of Financial Transaction (Módulo Registro de Operação Financeira – ROF) of the Data System of the Central Bank of Brazil as set forth on Schedule 5.4.
Title to Notes. Each Note Holder is the lawful record and beneficial owner of each Note set forth opposite its name in Schedule 2.2.2 of the Note Holders Disclosure Letter, free and clear of any and all Liens. A true and correct copy of each Note, as amended from time to time through the date of this Agreement, has been made available to Purchaser prior to the date hereof. From December 31, 2006 through the date of this Agreement, none of the Note Holders have consented to any waiver of any of its rights under the applicable Notes.
Title to Notes. Each Seller is the sole legal and Beneficial Owner and holder of all of the Notes listed opposite such Seller's name on Schedule 2.1, and Buyer will acquire good and marketable title to all the Notes listed opposite such Seller's name on Schedule 2.1, free and clear of any security, interest, claim, lien or encumbrance.
