Title to the Notes. Upon consummation of the transactions contemplated by the Note Purchase Agreement, the Purchasers will have good and valid title to the Notes to be surrendered to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes to the Company, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Company, assuming that the Company is acquiring the Notes in good faith and without notice of any "adverse claims" within the meaning of Article 8 of the Uniform Commercial Code.
Title to the Notes. Upon consummation of the transactions contemplated by the Note Purchase Agreement, the Purchasers will have good and valid title to the Notes to be surrendered to the Company hereunder, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of the Notes to the Company, good and valid title to the Notes, free and clear of all liens, encumbrances, equities or claims, will pass to the Company,
Title to the Notes. The Holder has not, in whole or in part, (a) assigned, transferred, hypothecated, pledged, exchanged or otherwise disposed of any of its rights in the Notes, or (b) given any person or entity any transfer order, power of attorney or other authority of any nature whatsoever with respect to the Notes.
Title to the Notes. Subject as set out below, title to the Bearer Notes and Coupons will pass by delivery and title to the Registered Notes will pass upon registration of transfer in accordance with the provisions of the Agency Agreement. The Issuer and each of the Agents will (except as otherwise required by law) deem and treat the bearer of any Bearer Note or Coupon and the registered holder of any Registered Note as the absolute owner thereof (whether or not any payment in respect of such Note is overdue and regardless of any notice of ownership, trust or any other interest or any writing on, or the theft or loss of, such Note) for all purposes but, in the case of any Global Note, without prejudice to the provisions set out in the following paragraphs of this Condition 1.2. For so long as Depository Trust Company (“DTC”) or its nominee is the registered holder of a Registered Global Note, DTC or such nominee, as the case may be, will be considered the sole owner and holder of the Notes represented by such Registered Global Note for all purposes under the Agency Agreement and such Notes except to the extent that in accordance with DTC’s published rules and procedures any ownership rights may be exercised by its participants or beneficial owners through DTC’s participants. The expressions “Noteholder” and “holder of Notes” and related expressions shall, for the purposes of any such Registered Global Note, be construed accordingly. For so long as any of the Notes is represented by a Global Note deposited with and, in the case of a Registered Global Note, registered in the name of a nominee for a common depositary or a common safekeeper, as the case may be, for Euroclear and/or Clearstream, Luxembourg, each Person (other than Euroclear or Clearstream, Luxembourg or any such nominee, common depositary or common safekeeper) who is for the time being shown in the records of Euroclear or Clearstream, Luxembourg, as the case may be, as the holder of a particular principal amount of such Global Note (in which regard any certificate or other document issued by Euroclear or Clearstream, Luxembourg, as the case may be, as to the principal amount of such Global Note standing to the account of any Person shall be conclusive and binding for all purposes except in the case of manifest or proven error) shall, upon receipt of such certificate or other document by the Issuer or an Agent, be treated by the Issuer or such Agent (as applicable) as if such Person were the holder of such principal...
Title to the Notes. The Investor is the record and beneficial holder of the Notes, and holds the Notes free and clear of all claims, liens, security interests, title defects and objections or any other encumbrances of any kind or nature whatsoever.
Title to the Notes. Seller owns the Notes free and clear of any claims, liens, charges, or encumbrances whatsoever, and has good and marketable title to the Notes and has full right, power, and authority to sell the Notes to Purchaser as provided herein without obtaining the consent or approval of any other person or entity.
Title to the Notes. The Holder is the true and lawful owner of, and has good and marketable title to, the Notes, free and clear of all liens. mortgages, and encumbrances.
Title to the Notes. Such Noteholder (a) is the owner of the Note in the Face Value set forth opposite his name on Schedule 1 and (b) owns such Note free and clear of all Liens. Such Noteholder has sole power of disposition with respect to the Note set forth opposite his name on Schedule 1. Upon the purchase of the Notes pursuant to Section 1, Purchaser will receive valid and marketable title to the Note held by such Noteholder, free and clear of all Liens.
Title to the Notes. Each of the SoftBank Parties, as applicable, are the sole owners of the Series I Notes and the Secured Notes, as applicable, have good and valid title to the Series I Notes and the Secured Notes, respectively, free and clear of all Liens, equities or adverse claims and, upon delivery of the certificates representing the definitive Series I Notes and Secured Notes at Closing, the Issuer will obtain good and valid title to the Series I Notes and Secured Notes, free and clear of all Liens, equities or adverse claims. Except for this Agreement and the TSA, none of the SoftBank Parties or any of their respective Affiliates is party to or bound by any contract, option or other arrangement or understanding with respect to the purchase, sale, delivery, transfer, gift, pledge, hypothecation, encumbrance, assignment or other disposition or acquisition of (including by operation of law) any SoftBank Notes (or any rights or interests of any nature whatsoever in or with respect to any SoftBank Notes), or as to voting, agreeing or consenting (or abstaining therefrom) with respect to any amendment to or waiver of any terms of, or taking any action whatsoever with respect to, the SoftBank Notes or the SoftBank Indentures.
Title to the Notes. The Holder is the sole legal and beneficial owner of the Exchanged Notes, and the Holder has good, valid and marketable title to the Exchanged Notes, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “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 or otherwise disposed of any of the Exchanged Notes or its rights in the Exchanged Notes, 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 Notes. Upon the Holder’s delivery of the Exchanged Notes to the Company pursuant to the Exchange, the Exchanged Notes shall be free and clear of all Liens created by the Holder.
