Valid Ownership. Such Selling Stockholder (x) is, and at the Closing Time will be, the sole legal, record and beneficial owner of the Securities to be delivered by such Selling Stockholder at the Closing Time, and (y) has full right, power and authority to enter into this Agreement, the Power of Attorney and the Custody Agreement, and to sell, assign, transfer and deliver the Securities to be delivered by such Selling Stockholder at the Closing Time hereunder free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under this Agreement.
Valid Ownership. Such Selling Stockholder has, and at the Closing Time (and, if any Option Securities are purchased, at each Date of Delivery) will be, the sole legal and beneficial owner of the Securities to be sold by such Selling Stockholder hereunder free and clear of all security interests, claims, liens, equities or other encumbrances and the legal right and power, and all authorization and approval required by law, to enter into this Agreement and the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Stockholder.
Valid Ownership. Seller owns or has a valid right to use, sell, license, dispose of, and bring actions for the infringement, dilution, misappropriation of other violation of each of the items of Domestic Transferred Intellectual Property, free and clear of all liens, security interests, encumbrances and other claims. Seller is the owner of record for all registrations in the United States for the Registered Trademarks. All registrations in the United States for the Registered Trademarks are valid and in good standing, all necessary registration, maintenance and renewal fees in connection with the Registered Trademarks have been paid and all necessary documents have been filed with the U.S. Patent and Trademark Office for the purposes of maintaining the Registered Trademarks and there are no pending or, to Seller’s Knowledge, threatened cancellation proceedings or litigation with respect thereto against Seller. Seller is the applicant of record for all applications listed on Schedule 1.1B for registration of any Unregistered Marks and no opposition, extension of time to oppose, or final refusal to register has been received in connection with any such application. To Seller’s Knowledge, no Person other than Seller and Affiliates of Seller has any right to use any of the Registered Trademarks on the class of goods set forth in Seller’s registration, either in identical form or in such near resemblance thereto as to be likely, when applied to the goods of any such Person, to cause confusion as to the source of such goods.
Valid Ownership. Such Investor owns any and all property or other consideration used to pay for the Securities, as listed in the attached Schedule A, free and clear of any encumbrances, liens or other restrictions. Such Investor can validly transfer the property as consideration to the Company for the Securities.
Valid Ownership. Sellers own or have a valid right to use, sell, license, dispose of, and bring actions for the infringement, dilution, misappropriation or other violation of each of the items of Transferred Intellectual Property, free and clear of all liens, security interests, encumbrances and other claims.
Valid Ownership. Such Selling Stockholder (x) is, and at the Closing Time will be, the sole legal, record and beneficial owner of the Securities to be delivered by such Selling Stockholder at the Closing Time, and (y) has full right, power and authority to enter into this Agreement and, if such Selling Stockholder is a Specified Selling Stockholder, the Power of Attorney and the Custody Agreement, or, if such Selling Stockholder is an Identified Selling Stockholder, the Power of Attorney and the Paying Agent Agreement, and to sell, assign, transfer and deliver the Securities to be delivered by such Selling Stockholder at the Closing Time hereunder free and clear of all liens, encumbrances, equities or claims, except for any liens, encumbrances, equities or claims arising under this Agreement.
Valid Ownership
