Common use of Title to the Scanvec Shares Clause in Contracts

Title to the Scanvec Shares. Seller is the lawful owner of the Purchased Scanvec Shares being sold by the Seller hereunder with good and marketable title thereto (subject to any marketability restrictions under applicable securities laws), and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Purchased Scanvec Shares being sold by the Seller hereunder and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Seller to Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, options, rights of first offer or refusal which have not been waived in writing, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Purchased Scanvec Shares in accordance with Section 2(b) hereof, together with the share transfer deed and stock power to be delivered hereunder by the Seller will (i) pass good and marketable title (subject to any marketability restrictions under applicable securities laws) to the Purchased Scanvec Shares to Buyer, free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Scanvec Shares.

Title to the Scanvec Shares. Seller is the lawful owner of the Purchased Scanvec Shares being sold by the Seller hereunder with good and marketable title thereto (subject to any marketability restrictions under applicable securities laws), and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Purchased Scanvec Shares being sold by the Seller hereunder and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Seller to Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, options, rights of first offer or refusal which have not been waived in writing, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Purchased Scanvec Shares in accordance with Section 2(b) hereof, together with the share transfer deed and stock power to be delivered hereunder by the Seller will (i) pass good and marketable title (subject to any marketability restrictions under applicable securities laws) to the Purchased Scanvec Shares to Buyer, free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Scanvec Shares.

Title to the Scanvec Shares. Seller is the lawful owner of the Purchased Scanvec Shares being sold by the Seller hereunder with good and marketable title thereto (subject to any marketability restrictions under applicable securities laws), and the Seller has the absolute right to sell, assign, convey, transfer and deliver the Purchased Scanvec Shares being sold by the Seller hereunder and any and all rights and benefits incident to the ownership thereof, all of which rights and benefits are transferable by the Seller to Buyer pursuant to this Agreement, free and clear of all the following (collectively called “Claims”) of any nature whatsoever: security interests, liens, pledges, claims (pending or threatened), charges, escrows, encumbrances, options, rights of first offer or refusal which have not been waived in writing, community property rights, mortgages, indentures, security agreements or other agreements, arrangements, contracts, commitments, understandings or obligations, whether written or oral and whether or not relating in any way to credit or the borrowing of money. Delivery to Buyer of the Purchased Scanvec Shares in accordance with Section section 2(b) hereof, together with the share transfer deed and stock power Share Transfer Deed to be delivered hereunder by the Seller will (i) pass good and marketable title (subject to any marketability restrictions under applicable securities laws) to the Purchased Scanvec Shares to Buyer, free and clear of all Claims, and (ii) convey, free and clear of all Claims, any and all rights and benefits incident to the ownership of such Purchased Scanvec Shares.