Title to the Debentures. The Holder is the sole legal and beneficial owner of the Converted Debentures, and the Holder has good, valid and marketable title to the Converted Debentures, free and clear of any Liens (other than pledges or security interests that the Holder may have created in favor of a prime broker under and in accordance with its prime brokerage agreement with such broker). The Holder has not, in whole or in part, except as described in the preceding sentence, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of the Converted Debentures or its rights in the Converted Debentures, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Converted Debentures. Upon the Holder’s delivery of the Converted Debentures to the Company pursuant to the Conversion, the Converted Debentures shall be free and clear of all Liens created by the Holder.

Title to the Debentures. The Holder is, and has been for the consecutive six month period preceding the date hereof, the sole legal and beneficial owner of the Exchanged Debentures, and the Holder has good, valid and marketable title to the Exchanged Debentures, 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, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of any of the Exchanged Debentures or its rights in the Exchanged Debentures, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Exchanged Debentures.

Title to the Debentures. The Holder is the sole legal and beneficial owner of the Exchanged Debentures, and the Holder has good, valid and marketable title to the Exchanged Debentures, 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, (a) assigned, transferred, hypothecated, pledged or otherwise disposed of any of the Exchanged Debentures or its rights in the Exchanged Debentures, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Exchanged Debentures.

Title to the Debentures. Such Holder is the sole legal and beneficial owner of the Debentures with the amounts due (other than accrued but unpaid interest) thereunder set forth opposite such Holder’s name in Column A of Exhibit A hereto, and such Holder has good, valid and marketable title to the such Debentures, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto. Such Holder has not, in whole or in part, (i) assigned, transferred, hypothecated, pledged or otherwise disposed of any of such Debentures or its rights in such Debentures, or (ii) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to such Debentures.

Title to the Debentures. (i) CIBC now is and, at the time of delivery of the Initial Purchase Debentures and the Subsequent Purchase Debenture, as applicable, shall be the lawful owner of the Initial Purchase Debentures and the Subsequent Purchase Debenture, as applicable, to be sold by CIBC pursuant to this Agreement free and clear of any claim, lien, encumbrance, security interest, community property right, restriction on transfer, other than any restrictions on transfer imposed under applicable securities laws or pursuant to the terms of the Initial Purchase Debentures and the Subsequent Purchase Debenture, as applicable, or other defect in title. 588275.26-New York Server 6A - MSW (ii) Assuming that the Company has no notice of any adverse claims with respect to the certificates evidencing the Debentures and the Subsequent Purchase Debenture, as applicable, then, upon delivery to the Company of such certificates indorsed in blank by an effective endorsement, the Company shall acquire such certificates (and the Debentures and the Subsequent Purchase Debenture, as applicable, represented thereby) free of any adverse claims under Section 8-303 of the Uniform Commercial Code as in effect on the date hereof in the State of New York, other than any restrictions or transfer imposed under applicable securities laws.

Related to Title to the Debentures

Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Shares will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Subscriber will have or receive good title to the Shares, free and clear of all liens, claims and encumbrances of any kind, other than (a) transfer restrictions hereunder and other agreements to which the Shares may be subject which have been notified to the Subscriber in writing, (b) transfer restrictions under federal and state securities laws, and (c) liens, claims or encumbrances imposed due to the actions of the Subscriber.
Title to the Shares Seller owns of record and beneficially the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. There are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Shares.
Title to Purchased Shares The Purchased Shares are owned by the Vendors as the registered and beneficial owner thereof with good and marketable title, free and clear of all Encumbrances.
Title to the Assets (a) Corporation and its Subsidiaries have good title to all personal and movable properties owned by them, in each case, free and clear of any Lien other than (i) those described in Section 27(a) of the Corporation Disclosure Letter, (ii) those described in the Corporation Financial Statements, or (iii) Permitted Liens. (b) Except as disclosed in Section 27(b) of the Corporation Disclosure Letter, to the knowledge of Corporation, there are not any material defects, failures or impairments in the title of Corporation’s or its Subsidiaries’ respective material assets other than any Permitted Liens. Neither Corporation, nor any of its Subsidiaries is a party to any Contract to sell, transfer or otherwise dispose of any material interest in Corporation’s or its Subsidiaries’ assets. (c) Except as disclosed in Section 27(c) of the Corporation Disclosure Letter, to the knowledge of Corporation, none of Corporation or its Subsidiaries has, since its initial public offering, received any written notice that any of Corporation’s assets or the buildings and/or fixtures thereon, nor their use, operation or maintenance for the purpose of carrying on the business of Corporation and its Subsidiaries in the Ordinary Course violates any restrictive covenant binding upon Corporation or its Subsidiaries or any provision of any Law. (d) Corporation and its Subsidiaries do not own any real property. (e) Any real property and buildings held under lease by Corporation and its Subsidiaries (the “Leased Properties”) are held by them under valid, subsisting and enforceable and provide Corporation and its Subsidiaries the right to use all real property, including all fixtures and improvements situated thereon, and the right to use all equipment and personal property, tangible and intangible, in each case which is used in the operations of the business of such entity and which is necessary to conduct the business of such entity in the manner in which it is presently conducted. (f) There is not, with respect to the Leased Properties, (i) any material default by Corporation or any of its Subsidiaries, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by Corporation or any of its Subsidiaries or (ii) to the knowledge of Corporation, any existing material default by any other party to any lease in respect of the Leased Properties, or any event of default or event which with notice or lapse of time, or both, would constitute a material default by any other party to any lease in respect of the Leased Properties. (g) To the knowledge of Corporation, there is no expropriation or similar proceedings, actual or threatened in respect of the Leased Properties or any part thereof.
Title to the Trust Estate Legal title to all the Trust Estate shall be vested at all times in the Issuer as a separate legal entity.
Title to the Properties Borrower will warrant and defend (a) the title to each Individual Property and every part thereof, subject only to Liens permitted hereunder (including Permitted Encumbrances) and (b) the validity and priority of the Liens of the Mortgages and the Assignments of Leases on the Properties, subject only to Liens permitted hereunder (including Permitted Encumbrances), in each case against the claims of all Persons whomsoever. Borrower shall reimburse Lender for any losses, costs, damages or expenses (including reasonable attorneys' fees and court costs) incurred by Lender if an interest in any Individual Property, other than as permitted hereunder, is claimed by another Person.
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.
The Debentures SECTION 2.01.
Title to the Property Borrower will warrant and defend the title to the Property, and the validity and priority of all Liens granted or otherwise given to Lender under the Loan Documents, subject only to Permitted Encumbrances, against the claims of all Persons.
Title to Interests (a) Except as set forth on Schedule C attached hereto, the Grantor owns beneficially and of record, free and clear of any claim, lien, pledge (except for pledges relating to the debt or equity financing of any real property owned by the Partnership (any such pledge, a "PERMITTED PLEDGE")), voting agreement, option, charge, security interest, mortgage, deed of trust, encumbrance, right of assignment, purchase right or other rights of any nature whatsoever (each, an "ENCUMBRANCE"), and has full power and authority to convey free and clear of any Encumbrances, its Interests and, upon delivery of an Assignment by the Grantor conveying its Interests and delivery of the Acquisition Consideration by the Operating Partnership for such Interests as herein provided, the Operating Partnership will acquire good and valid title thereto, free and clear of any Encumbrance, except Encumbrances created in favor of the Operating Partnership by the transactions contemplated hereby. (b) Each of the Grantor's Interests representing an interest in the Partnership has been validly issued and the Grantor has funded (or will fund before the same is past due) all capital contributions and advances to the Partnership in which such Interest represents an interest that are required to be funded or advanced prior to the date hereof and the Closing. (c) There are no agreements, instruments or understandings with respect to any of the Interests except, in the case of any Interest constituting an interest in the Partnership, as set forth in the partnership agreement of the Partnership. (d) The Grantor has no interest, either direct or indirect, in any of the partnerships or properties set forth on Schedule D attached hereto (the"Other Partnerships and Properties") except for the Interests identified on Exhibit A which are the subject of this Agreement, and other interests in the Other Partnerships and Properties which are the subject of other, similar, option agreements with the Operating Partnership. (e) No Permitted Pledge will be in existence as of the date of the Closing, and the Grantor shall provide, at the Closing, such documentary evidence of the release of any Permitted Pledge as the Operating Partnership may reasonably request. (f) In making the representations in this Section 3.1 regarding the absence of Encumbrances, the Grantor may assume that the consents and waivers of rights set forth in Section 6.9 hereof have been given by all partners of the Partnership, partners in partnerships, members of limited liability companies or beneficiaries of trusts (in each case, only in their capacity as such) in which the Grantor's Interests represent direct or indirect interests.

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