Title to Stock, Liens, etc Sample Clauses

Title to Stock, Liens, etc. The Seller has, and as of the ----- -- ----- ----- --- consummation of the Closing the Buyer will have, sole record and beneficial ownership of all of the Stock, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto.
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Title to Stock, Liens, etc. Other than arising under (i) the Stock Restriction Agreements (as defined in Section 14.16), (ii) the ESOP Loan and Pledge Agreement, dated June 5, 1998, between the Company and the ESOP (the "ESOP LOAN AND PLEDGE AGREEMENT"), or (iii) the Stock Purchase and Option Agreement, dated as of June 5, 1998 by and among the Company, the ESOP and Xxxxxxx X. Xxxxx, Xx. and Xxxxxxxxx Xxxxx as trustees of the Xxxxx Family 1993 Trust, each Shareholder has sole record and beneficial ownership of all of the outstanding shares of the Company Stock described as being owned by such Shareholder on the Shareholders' Committee Disclosure Schedule free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto.
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Title to Stock, Liens, etc. Such Seller has, and as of the consummation of the Closing the Buyer will have, sole record and beneficial ownership of all of the Stock and Xxxxxxx Xxxxxx Stock, if any, described as being owned by such Seller on Schedule 1, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto.
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Title to Stock, Liens, etc. Except for the pledge by BBI of the Xxxxxxx Xxxxxx Stock which it owns to LaSalle National Bank in connection with the Loan Agreement, which pledge shall be discharged concurrent with the consummation of the Closing, the BBI Sellers have, and as of the consummation of the Closing the Buyer will have, sole record and beneficial ownership of all of the BBI Stock free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto.
Sample 1
Title to Stock, Liens, etc. The Seller has, and as of the consummation of the Closing the Buyer will have, record and beneficial ownership of the Cedarapids Shares, free and clear of any and all Encumbrances other than any restrictions on transfers arising under federal or state securities laws. At the Closing, the sale and delivery of the Cedarapids Shares to the Buyer pursuant to this Agreement will vest in the Buyer good and valid title to the Cedarapids Shares, free and clear of any and all Encumbrances (other than restrictions on transfers arising under federal or state securities laws and any Encumbrances created or suffered to exist by the Buyer).
Sample 1
Title to Stock, Liens, etc. Xxxxxxx has, and at the Closing will ----- -- ----- ----- --- transfer to the Buyer, sole record and beneficial ownership of all of the Xxxxxxx Stock, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. ConAgra Poultry has, and at the Closing will transfer to the Buyer, sole record and beneficial ownership of all the Xxxx Stock, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto.
Sample 1

Related to Title to Stock, Liens, etc

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Properties and Assets; Liens, Etc Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:

  • Priority of Liens; Title to Properties The security interests and liens granted to Lender under this Agreement and the other Financing Agreements constitute valid and perfected first priority liens and security interests in and upon the Collateral subject only to the liens indicated on Schedule 8.4 hereto and the other liens permitted under Section 9.8 hereof. Borrower has good and marketable title to all of its properties and assets subject to no liens, mortgages, pledges, security interests, encumbrances or charges of any kind, except those granted to Lender and such others as are specifically listed on Schedule 8.4 hereto or permitted under Section 9.8 hereof.

  • Ownership, No Liens, etc The Pledgor is the legal and beneficial owner of, and has good and marketable title to (and has full right and authority to pledge and assign), the Pledged Collateral, free and clear of all Liens except Permitted Liens.

  • Title to Assets; Encumbrances Seller owns good and transferable title to all of the Assets free and clear of any Encumbrances. Seller warrants to Buyer that, at the time of Closing, all Assets shall be free and clear of all encumbrances.

  • No Liens, Etc The Collateral and each part thereof is owned by the Borrower free and clear of any Adverse Claim (other than Permitted Liens) or restrictions on transferability and the Borrower has the full right, power and lawful authority to assign, transfer and pledge the same and interests therein, and upon the making of each Advance, the Collateral Agent, for the benefit of the Secured Parties, will have acquired a perfected, first priority and valid security interest (except, as to priority, for any Permitted Liens) in such Collateral, free and clear of any Adverse Claim or restrictions on transferability. The Borrower has not pledged, assigned, sold, granted a security interest in or otherwise conveyed any of the Collateral and no effective financing statement (other than with respect to Permitted Liens) or other instrument similar in effect naming or purportedly naming the Borrower or any of its Affiliates as debtor and covering all or any part of the Collateral is on file in any recording office, except such as may have been filed in favor of the Collateral Agent as “Secured Party” pursuant hereto or as necessary or advisable in connection with the Sale Agreement. There are no judgments or Liens for Taxes with respect to the Borrower and no claim is being asserted with respect to the Taxes of the Borrower.

  • Title to Shares Such Selling Stockholder has good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder hereunder, free and clear of all liens, encumbrances, equities or adverse claims; such Selling Stockholder will have, immediately prior to the Closing Date or the Additional Closing Date, as the case may be, good and valid title to the Shares to be sold at the Closing Date or the Additional Closing Date, as the case may be, by such Selling Stockholder, free and clear of all liens, encumbrances, equities or adverse claims; and, upon delivery of the certificates representing such Shares and payment therefor pursuant hereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or adverse claims, will pass to the several Underwriters.

  • Liens, Etc Create or suffer to exist, or permit any of its Subsidiaries to create or suffer to exist, any Lien on or with respect to any of its properties, whether now owned or hereafter acquired, or assign, or permit any of its Subsidiaries to assign, any right to receive income, other than:

  • Title to Property; Liens The Borrower has good and marketable title to all property purported to be owned by it subject to no Liens other than Permitted Liens.

  • Title to Assets; Liens Unless specifically licensed or leased to the Company, title to the assets of the Company, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and no Members, individually or collectively, shall have any ownership interest in such assets or any portion thereof or any right of partition. The Company shall be permitted to create, incur, assume or permit to exist Liens on any assets (including Equity Interests or other securities of any Person, including any Subsidiary) now owned or hereafter acquired by it or on any income or revenues or rights in respect of any thereof.

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