Common use of Title to Purchased Securities Clause in Contracts

Title to Purchased Securities. Seller is the sole and exclusive record and beneficial owner of the Purchased Securities and owns such Purchased Securities free from all taxes, liens, claims, encumbrances, mortgage, charges, security interests, pledges, hypothecation, title defect, escrows, lock-up arrangements, right of preemption, put or call right, adverse claim of ownership and restrictions on transfer (except for restrictions or limitations on transfer imposed by applicable United States federal or state securities laws) (“Encumbrances”). Seller has good and valid title to the Purchased Securities. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which Seller is bound relating to its sale or transfer of the Purchased Securities, and, other than this Agreement, the Purchased Securities are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of Purchaser to sell or transfer the Purchased Securities. Delivery to Purchaser of the Purchased Securities in the manner provided in Section 1.3(b) will (i) pass good and marketable title to the Purchased Securities to Purchaser, free and clear of all Encumbrances, and (ii) convey, free and clear of all Encumbrances, any and all rights and benefits incident to the ownership of such Purchased Securities. Other than the Purchased Securities, Seller does not “beneficially own” (as such term is defined under Section 13(d) of the Securities and Exchange Act of 1934, as amended) any Common Shares or any other securities of the Company.

Title to Purchased Securities. Such Seller is the sole and exclusive record and beneficial owner of the Purchased Securities to be sold by it pursuant to this Agreement and owns such Purchased Securities free from all taxes, liens, claims, encumbrances, mortgage, charges, security interests, pledges, hypothecation, title defect, escrows, lock-up arrangements, right of preemption, put or call right, adverse claim of ownership arrangements and restrictions on transfer (except for (i) restrictions or limitations on transfer imposed by applicable United States federal or state securities lawslaws and (ii) pledges or security interests that such Seller may have created in favor of a broker that will be terminated on or prior to the Closing) (“EncumbrancesClaims”). Such Seller has good and valid title to the Purchased SecuritiesSecurities to be sold by it hereunder. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which such Seller is bound relating to its sale or transfer of the Purchased SecuritiesSecurities to be sold by it hereunder, and, other than this Agreement, the Purchased Securities to be sold by it hereunder are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of Purchaser the Purchasers to sell or transfer the such Purchased Securities. Delivery to Purchaser the Purchasers of the Purchased Securities in the manner provided in Section 1.3(b) to be sold by such Seller hereunder will (i) pass good and marketable title to the such Purchased Securities to Purchaserthe Purchasers, free and clear of all EncumbrancesClaims (assuming that such Purchaser is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code regardless whether such section is applicable), and (ii) convey, free and clear of all EncumbrancesClaims, any and all rights and benefits incident to the ownership of such Purchased Securities. Other than the Purchased Securities, Each Seller does not is an “beneficially ownaffiliate” (as such term is defined in Rule 144 under Section 13(d) of the Securities and Exchange Act of 1934, as amendedAct) any Common Shares or any other securities of the Company.

Title to Purchased Securities. Such Seller is the sole and exclusive record and beneficial owner of the Purchased Securities to be sold by it pursuant to this Agreement and owns such Purchased Securities free from all taxes, liens, claims, encumbrances, mortgage, charges, security interests, pledges, hypothecation, title defect, escrows, lock-up arrangements, right of preemption, put or call right, adverse claim of ownership arrangements and restrictions on transfer (except for (i) restrictions or limitations on transfer imposed by applicable United States federal or state securities lawslaws and (ii) pledges or security interests that such Seller may have created in favor of a broker that will be terminated on or prior to the Closing) (“Encumbrances”"Claims"). Such Seller has good and valid title to the Purchased SecuritiesSecurities to be sold by it hereunder. Other than this Agreement, there are no outstanding rights, options, subscriptions or other agreements or commitments (oral or written) by which such Seller is bound relating to its sale or transfer of the Purchased SecuritiesSecurities to be sold by it hereunder, and, other than this Agreement, the Purchased Securities to be sold by it hereunder are not subject to any other purchase agreement, buy/sell agreement, proxy, voting agreement, voting trust agreement, right of first refusal, redemption or any other similar agreement or lock-up or other restriction on their transfer or sale or on the ability of Purchaser the Purchasers to sell or transfer the such Purchased Securities. Delivery to Purchaser the Purchasers of the Purchased Securities in the manner provided in Section 1.3(b) to be sold by such Seller hereunder will (i) pass good and marketable title to the such Purchased Securities to Purchaserthe Purchasers, free and clear of all EncumbrancesClaims (assuming that such Purchaser is a bona fide purchaser within the meaning of Section 8-302 of the New York Uniform Commercial Code regardless whether such section is applicable), and (ii) convey, free and clear of all EncumbrancesClaims, any and all rights and benefits incident to the ownership of such Purchased Securities. Other than the Purchased Securities, Each Seller does not “beneficially own” is an "affiliate" (as such term is defined in Rule 144 under Section 13(d) of the Securities and Exchange Act of 1934, as amendedAct) any Common Shares or any other securities of the Company.