TITLE TO THE IFE NOTES Sample Clauses

TITLE TO THE IFE NOTES. LIFE owns good and valid title to the IFE Notes, free and clear of any Lien or Restriction. At the Closing, subject to the terms and conditions of this Agreement, Fox Kids will acquire good and valid title to the IFE Notes, free and clear of any Liens or Restrictions other than those (i) arising under the Securities Act of 1933, as amended (the "Securities Act") and "blue sky" laws of applicable jurisdictions or (ii) created by or with the consent of Fox Kids or any of its Affiliates. As of the date hereof, the IFE Notes are convertible into an aggregate of 2,587,500 shares of IFE Stock which, if issued on the date hereof upon conversion of the IFE Notes, would be convertible into shares of IFE Class B Stock on a one-for-one basis. Neither Liberty nor LIFE has entered into any agreements, understandings or undertakings (other than this Agreement) with respect to the IFE Notes under which Liberty or LIFE is or may become obligated, directly or indirectly, to transfer, dispose of, convert or assign the IFE Notes, or which would result in a Lien or Restriction upon the IFE Notes. The IFE Notes are the only debt securities of IFE legally or beneficially owned by Liberty.
Sample 1Sample 2
AutoNDA by SimpleDocs

Related to TITLE TO THE IFE NOTES

  • 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 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 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 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 Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted 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 Owner Trust Estate Legal title to all the Owner Trust Estate shall be vested at all times in the Securitization Trust as a separate legal entity except where applicable law in any jurisdiction requires title to any part of the Owner Trust Estate to be vested in a trustee or trustees, in which case title shall be deemed to be vested in the Owner Trustee, a co-trustee and/or a separate trustee, as the case may be.

  • Title to Securities Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • 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.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!