Title to Shares and Assets. The Seller has marketable title to the Acquired Shares free and clear of all Encumbrances. Except as set forth in Section 3.4 of the Seller Disclosure Schedule, and except for capital leases or security to Parent for advances made to TDR, Seller has marketable title to all of the assets of the Business, free and clear of all Encumbrances, except liens for taxes not yet due and payable.
Title to Shares and Assets. EXVG are the legal and beneficial owner of the EVUSA Shares constituting one hundred percent (100%) of the issued and outstanding equity securities of EVUSA and all voting and investment power and upon consummation of the Transaction contemplated herein. All of the outstanding shares of EVUSA are duly authorized, validly issued, fully paid and nonassessable, and have not been or, with respect to EVUSA Shares, will not be transferred in violation of any rights of third parties. The Company will acquire from EXVG good and marketable title to such Shares, free and clear of all any restrictions on transfer, liens, pledges, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands of any kind, nature or description, whatsoever. EXVG is not a party to any option, warrant, purchase right, or other contract or commitment that could require EXVG to sell, transfer, or otherwise dispose of any capital stock of the EVUSA (other than this Agreement). EXVG is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of the EVUSA.
Title to Shares and Assets. Except as specified on Attachment 3.10, Borrower and Citizens and Farmers have good and marketable title to all their assets and property. None of the Shares of Citizens or Farmers covered by this Agreement are subject to any lien, charge, pledge, encumbrance, claim or security interest other than Bankers’ created hereby, nor are those shares subject to a voting trust or any other agreement or understanding which effects the ability of Borrower to vote or dispose of them. Other than liens or encumbrances permitted hereunder, there are no liens or encumbrances existing with respect to any assets of Borrower or Citizens or Farmers, except as specified on Attachment 3.10.
Title to Shares and Assets. (a) Seller has good title to the Shares, free and clear of all Encumbrances other than Permitted Encumbrances, and at the Closing will have full legal right and power to sell, assign and transfer title to the Shares to Buyer pursuant to this Agreement free and clear of all Encumbrances other than Permitted Encumbrances.
Title to Shares and Assets. Xxxxxxxx is the legal and beneficial owner of the Carlyle Shares constituting one hundred percent (100%) of the issued and outstanding equity securities of Carlyle and all voting and investment power and upon consummation of the Transaction contemplated herein. All of the outstanding shares of Carlyle are duly authorized, validly issued, fully paid and nonassessable, and have not been or, will not be transferred in violation of any rights of third parties. The Company will acquire from Xxxxxxxx good and marketable title to the Carlyle Shares, free and clear of all any restrictions on transfer, liens, pledges, security interests, options, warrants, purchase rights, contracts, commitments, equities, claims, and demands of any kind, nature or description, whatsoever. Xxxxxxxx is not a party to any option, warrant, purchase right, or other contract or commitment that could require Xxxxxxxx to sell, transfer, or otherwise dispose of any capital stock of Carlyle (other than this Agreement). Xxxxxxxx is not a party to any voting trust, proxy, or other agreement or understanding with respect to the voting of any capital stock of Carlyle.
Title to Shares and Assets. 6 4.6 Government Filings; No Violations or Conflicts............................................................................................................. 7
Title to Shares and Assets. Except as set forth in Section 4.5(i) of the Seller Disclosure Schedule, the Seller has marketable title to the Acquired Shares free and clear of all Encumbrances. Except as set forth in Section 4.5(ii) of the Seller Disclosure Schedule, and except for capital leases, as of Closing, the Holding Company either directly or through the Subsidiaries, shall have marketable title to all of the assets of the Business, free and clear of all Encumbrances, except liens for taxes not yet due and payable and such Encumbrances or other imperfections of title, if any, as do not materially detract from the value of or materially interfere with the present use of the property affected thereby, and except for Encumbrances that secure indebtedness reflected in the Financial Statements as defined in Section 4.7 below. All plant and machinery (including fixed plant and machinery), vehicles and office equipment currently used in the Business are in good repair and condition, regularly maintained and fully serviceable, subject to normal wear and tear.
Title to Shares and Assets. ICE is and shall be on the Closing Date the record and beneficial owner, free and clear of all Liens, of all of the issued and outstanding shares of capital stock of Merger Co. Upon Closing, Merger Co shall have good, marketable and unencumbered title to all of its assets, free and clear of all Liens.
Title to Shares and Assets. Except as specified on Attachment 3.10, Borrower and Bank have good and marketable title to all their assets and property. None of the Shares of Bank covered by this Agreement are subject to any lien, charge, pledge, encumbrance, claim or security interest other than Bankers’ created hereby and pursuant to that Stock Pledge and Security Agreement dated September 8, 2010 and that Loan Modification Agreement dated August 16, 2012 between the Parties hereto, nor are those shares subject to a voting trust or any other agreement or understanding which effects the ability of Borrower to vote or dispose of them. Other than liens or encumbrances permitted hereunder, there are no liens or encumbrances existing with respect to any assets of Borrower or Bank, except as specified on Attachment 3.10.
Title to Shares and Assets. (a) Sellers have good and marketable title to all of the Shares and the full right and power to transfer the Shares. The Shares constitute all of the issued and outstanding shares of capital stock of the Company and there are no other outstanding equity securities of the Company of any kind. The Shares are owned by the Sellers free and clear of all mortgages, pledges, liens, security interests, encumbrances, conditional sales agreements, charges, claims and restrictions of any kind and nature whatsoever, and the Purchaser will obtain good and valid title to the Shares upon the closing of the sale contemplated hereby, free and clear of all mortgages, pledges, liens, security interests, encumbrances, conditional sales agreements, charges, claims and restrictions of any kind and nature whatsoever. The Shares are duly issued, fully paid and non-assessable. The Company has good and marketable title to the all the assets necessary for the conduct of its business (herein, the “Assets”) and such Assets include the right to conduct exploration activity at the Ekom Eya mine in Ghana, and the right to drill and excavate minerals therefrom so that any minerals excavated by the Company following Purchaser’s acquisition of the Shares will be the sole property of the Company.
