Title to the Direct Contributed Shares Sample Clauses

Title to the Direct Contributed Shares. Such Direct Shareholder is the sole legal and beneficial owner of its or his/her Direct Contributed Shares, free and clear of all liens other than any liens arising under the Molycorp LLC Operating Agreement or under applicable securities laws. Such Direct Shareholder is not a party to any contract or arrangement restricting the transfer or otherwise relating to or affecting any of its Direct Contributed Shares, and there are no voting agreements, proxies or other agreements or understandings with respect to the voting or transfer of its Direct Contributed Shares, other than (a) in the case of XX XXX 0, XX XXX 2, PP AIV 3, TNA, MP and KMSMITH, the Molycorp LLC Operating Agreement and (b) in the case of the Incentive Shareholders, the Molycorp Minerals Operating Agreement. Upon the consummation of the transactions contemplated by this Agreement, the Corporation will acquire good and valid title to such Direct Contributed Shares, free and clear of all liens other than any liens arising under the Molycorp LLC Operating Agreement or under applicable securities laws. Such Direct Shareholder does not own any equity interest in Molycorp LLC or Molycorp Minerals other than its Direct Contributed Shares.
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Related to Title to the Direct Contributed 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 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 the Assets The Purchased Assets are owned by the Vendor with a good and valid title, free and clear of any and all encumbrances.

  • Title to Transferred Assets From and including the Closing Date until such Servicing Rights Assets are transferred to Purchaser under Section 2.2, Seller shall be the sole holder and owner of the Servicing Rights Assets and shall have good and marketable title to the Servicing Rights Assets, free and clear of any Liens. Upon the sale of such Servicing Rights Assets pursuant to Section 2.2, Seller will transfer to Purchaser good and marketable title to the Servicing Rights Assets free and clear of any Liens. Seller is the sole holder and owner of the Rights to MSRs and the sale and delivery to Purchaser of the Rights to MSRs pursuant to the provisions of this Sale Supplement will transfer to Purchaser good and marketable title to the Rights to MSRs free and clear of any Liens.

  • 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.

  • Seller Closing Deliveries No later than 1 Business Day prior to the Closing Date, Seller shall deliver to Escrow Agent, each of the following items:

  • Seller Closing Deliverables At the Closing, Seller shall deliver or cause to be delivered to Buyer:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • At Closing Buyer shall deliver to Seller the following:

  • Good Title Conveyed The stock certificates, stock powers, endorsements, assignments and other instruments being executed and delivered by the Seller to the Purchaser at or after Closing are and will be legal, valid and binding obligations of the Seller, enforceable in accordance with their respective terms, and will effectively vest in the Purchaser good, valid and marketable title to all the HD Commerce Shares to be transferred to the Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances.

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