Title to Transferred Assets and Public Securities Sample Clauses

Title to Transferred Assets and Public Securities. Debtor is the sole beneficiary of the Trusts and has the requisite power and authority to direct the Trusts to transfer, assign and convey the Transferred Assets and Public Securities to Lender at the Initial Closing or any Subsequent Closing pursuant to the terms hereof, subject only to the possible application against assets of Debtor of a U.S. federal tax lien, which tax lien shall have been released as a condition to the Initial Closing as specified in Section 4.1(b). Lender (or Lender's nominee) will acquire at the Initial Closing or any Subsequent Closing, as the case may be, good and valid title to the Transferred Assets and the Public Securities and all rights deriving therefrom, free and clear of any and all encumbrances whatsoever.
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Title to Transferred Assets and Public Securities. The Trusts are the sole registered owners of the Transferred Assets and the Public Securities, provided that Xxxxxx International Holdings Corp., which is wholly owned by The Xxxxxx Trust, is the sole registered owner of the Transferred Assets and Public Securities listed on Schedules C and D, and Pyrenees Partners, LP, of which The Nautilus Trust is a partner, is the sole registered owner of certain of the Transferred Assets listed on Schedule C. Subject to the transfer of any of the Transferred Assets or Public Securities (i) in order to satisfy any claims of the U.S. Internal Revenue Service, (ii) as otherwise permitted by this Agreement or (iii) in accordance with instructions given to the Trusts pursuant to the Xxxxxx Trust Investment Advisory Agreement made as of March 12, 2003, among Debtor, TRU-Vermogensverwaltungsgesellschaft.mbH ("TRU-V"), Xxxxx X. March and The Xxxxxx Trust ("The Xxxxxx Trust Advisory Agreement") and the Nautilus Trust Investment Advisory Agreement made as of March 12, 2003, among Debtor, TRU-V, Xxxxx X. March and The Nautilus Trust ("The Nautilus Trust Advisory Agreement"), the Trusts will have the requisite power and authority to transfer, assign and convey, or to cause the transfer, assignment and conveyance of the Transferred Assets and Public Securities to Lender at the Initial Closing or any Subsequent Closing, as the case may be, pursuant to the terms hereof. Subject to the foregoing, Lender will acquire at the Initial Closing or any Subsequent Closing, as the case may be, good and valid title to the Transferred Assets and the Public Securities and all rights deriving therefrom, free and clear of any and all encumbrances whatsoever.
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Related to Title to Transferred Assets and Public Securities

  • 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 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”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

  • 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.

  • Acquired Assets Subject to the terms and conditions of this Agreement, at and as of the Closing, Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase, acquire and take assignment and delivery of, all of the assets (wherever located) (other than the Excluded Assets) that are owned by Seller or that are used by Seller in the Business, in each case free and clear of all Liens, including all of Seller’s right, title and interest in and to the following:

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • 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.

  • Title to Acquired Assets Other than the Security Interests set forth on Section 2(d) of the Disclosure Schedule (which shall be released at or before the Closing) the Seller has good and marketable title to all of the Acquired Assets, free and clear of any Security Interest or restriction on transfer.

  • Title to Company Assets Title to Company assets, whether real, personal or mixed and whether tangible or intangible, shall be deemed to be owned by the Company as an entity, and the Sole Member shall not have any ownership interest in such Company assets or any portion thereof.

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