Title to the Shares of IARC and the Affiliates. As of the date of execution of this Agreement SELLER is and as of the Effective Date shall continue to be, the owner of record of IARC shares and indirectly of the Affiliates’ shares listed in Annex 1 hereto, in each case, free and clear of any and all liens, charges, options, pledges and third-party claims (“Liens”). Upon consummation of the transactions contemplated in this Agreement, SELLER shall transfer to BUYERS valid title to IARC shares and indirectly to the Affiliates’ shares and accordingly to the Radio Business. As of the Effective Date, the abovementioned shares shall be fully subscribed and paid in, and shall include all of their respective rights to dividends. The abovementioned shares shall be the only shares of IARC and the Affiliates. The pledges and prohibitions with respect to the shares established in accordance with the terms of the Syndicated Loan, as listed in Annex 5 hereto, are excluded from this provision.
