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. 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. 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. 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. The aggregate principal amount outstanding under the Notes is now and as at the Closing Date shall be $37,500,000. The Vendor holds the Notes for the use and benefit of the Unitholders in accordance with the Trust Deed, free and clear of all Encumbrances and, subject to the approval of the Unitholder Resolution, has the power and authority to sell, assign or otherwise transfer the legal and beneficial title to the Notes and, at the Closing, will transfer the legal and beneficial title to the Notes to Vendorco free and clear of all Encumbrances. The Vendor has not assigned or agreed to assign the Notes to any Person other than the Purchaser and Vendorco, pursuant to this Agreement. All agreements and instruments governing the terms and conditions of the Notes are listed in Schedule 4.1(9) and true and complete copies of such documentation has been delivered to the Purchaser. The amount outstanding under the Notes bears interest at 12.5% per annum. There are no contracts, agreements, arrangements or commitments between the Vendor and Vendorco or the Company the terms of which would: (i) reduce the principal amount of the Notes; (ii) extend the maturity date applicable to the principal amount owing under the Notes; (iii) reduce the rate of interest payable in respect of the Notes; or (iv) extend any applicable interest payment dates relating to the Notes. The Vendor has not waived any Default or Event of Default (as those terms are defined in the Notes) under the Notes. Except as set out on Schedule 4.1(9), the Vendor has not entered into any agreement or taken any action that would subject the Notes to any subordination, reduction or disallowance by any set-off, right of recoupment, defence, counterclaim or impairment of any kind. The Notes are unsecured.
Title to Notes. At Closing, Vendorco shall have good legal and beneficial ownership of the Notes, and shall have the power and authority to sell, assign or otherwise transfer the legal and beneficial title to the Notes, free and clear of all Encumbrances. Upon Closing, Vendorco will transfer the legal and beneficial title to the Notes to the Purchaser free and clear of all Encumbrances. Vendorco has not assigned or agreed to assign the Notes to any Person other than the Purchaser pursuant to this Agreement. Vendorco has not waived any Default or Event of Default (as those terms are defined in the Notes) under the Notes. Except as set out in Schedule 4.1(9), Vendorco has not entered into any agreement or taken any action that would subject the Notes to any subordination, reduction or disallowance by any set-off, right of recoupment, defence, counterclaim or impairment of any kind.
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 convert such Notes, as the case may be, and it has valid and marketable title thereto, free and clear of any Liens.
Title to Notes. The Company will recognise the registered holder of any of the Notes as the absolute owner thereof free from any equity set off or cross claim on the part of the Company against the original or any intermediate holder and the Company will not be bound to take notice of or to see to the execution of any trust whether express or implied or constructive to which any of the Notes may be subject and the receipt of such person (or in the case of joint holders of any one of such holders) for the interest on or for the moneys payable on repayment of any of the Notes shall be a good discharge to the Company notwithstanding any notice it may have whether express or otherwise of the right title interest or claim of any other person to or in such Notes interest or moneys. No notice of any trust express implied or constructive shall (except as by statute provided or as required by an order of a Court of competent jurisdiction) be entered on the Register in respect of any of the Notes.
