Valid Title, etc Sample Clauses

Valid Title, etc. The Borrower has good and marketable fee simple title in and to the Fee Premises, along with any other property set forth on Exhibit A. The Borrower owns leasehold title to the Leasehold Premises, along with any other property set forth on Exhibit A-1, pursuant to the Leasehold Estate described on Exhibit B. The Borrower owns good and marketable title to personal property in which a security interest is granted under the Loan Documents; Borrower further has a good right to sell and Grantee, grant a security interest in, and assign, the Collateral; the Collateral is free and clear of any Liens other than Permitted Encumbrances; and the Borrower will forever warrant and defend the title to the Collateral unto the Grantee against the claims of all Persons whomsoever, except those claiming under Permitted Encumbrances. With respect to the Timber Lease, Borrower represents and warrants, to the best of its knowledge after diligent inquiry, that (i) the Timber Lease is in full force and effect and has not been modified or amended in any manner whatsoever except as may be set forth on Exhibit B, (ii) there are no defaults under the Timber Lease and no event has occurred which, but for the passage of time, or notice, or both, would constitute a default under the Timber Lease, (iii) all Receipts, additional Receipts and other sums due and payable under the Timber Lease have been paid in full, (iv) neither Borrower nor the landlord under the Timber Lease has commenced any action or given or received any notice for the purpose of terminating the Timber Lease which has not been cured.
Sample 1
AutoNDA by SimpleDocs
Valid Title, etc. With respect to the Existing Preferred and Common Stock such Holder beneficially owns (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934 (each a “Share” and collectively, the “Shares”) there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws, such Holder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Holder’s Shares with no limitations, qualifications or restrictions on these rights. Each Holder represents that neither the Holder nor any of the Holder’s affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of the Shares (other than this Agreement).
Sample 1
Valid Title, etc. With respect to the Existing Preferred such Preferred Holder signatory hereto beneficially owns (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934) (each a “Share” and collectively, the “Shares”) there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws, such Preferred Holder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Preferred Holder’s Shares with no limitations, qualifications or restrictions on these rights. Each Preferred Holder represent that neither it nor any of its Affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of the Shares (other than this Agreement).
Sample 1
Valid Title, etc. The Board is lawfully seized of an indefeasible estate in fee simple in and to, and good title to, the Project Site, subject to the Lease Agreement; the Company is lawfully seized of a valid leasehold estate, under the terms of the Lease Agreement, in the Project Site; the Mortgagors have a good right to sell and mortgage, and grant a security interest in, the Collateral; the Collateral is subject to no liens, encumbrances or security interests other than Permitted Encumbrances; and the Mortgagors will forever warrant and defend the title to the Collateral unto the Credit Obligor against the claims of all persons whomsoever, except those claiming under Permitted Encumbrances. It is expressly understood and agreed that, with respect to the Special Funds, the lien and security interest created by this Mortgage is junior and subordinate to the lien and security interest created by the Indenture.
Sample 1
Valid Title, etc. Seller is the sole owner, beneficially and of record, of the Applicable Purchased Shares, and has good, valid and marketable title to all of the Applicable Purchased Shares, free and clear of any and all Encumbrances and at the Closing, shall transfer to Buyer the Applicable Purchased Shares and all legal and beneficial right, title and interest in and to the Applicable Purchased Shares free and clear of any and all Encumbrances. Seller has the sole right to dispose or direct the disposition of the Applicable Purchased Shares. For purpose of this Section 2(d), the term “Encumbrances” shall mean any security interest, claim, pledge, lien, charge, voting agreement, mortgage, conditional sale agreement, title retention agreement, option, adverse claim of ownership or use, any restriction on ownership, use, voting or transfer, or any other encumbrance of any kind, character or description whatsoever.
Sample 1
Valid Title, etc. The Board is lawfully seized of an indefeasible estate in fee simple in and to, and has good title to, the Real Property and the Project Equipment; KINPAK holds a valid leasehold estate in the Real Property and the Project Equipment pursuant to the Lease Agreement and has good title to the Additional Project Equipment; the Mortgagors have a good right to sell and mortgage, and grant a security interest in, the Collateral; the Collateral is subject to no liens, encumbrances or security interests other than Permitted Encumbrances; and the Mortgagors will forever warrant and defend the title to the Collateral unto the Bank against the claims of all persons whomsoever, except those claiming under Permitted Encumbrances. It is expressly understood and agreed that, with respect to the Special Funds only, the lien and security interest created by this Mortgage is junior and subordinate to the lien and security interest created by the Indentures.
Sample 1
Valid Title, etc. Laurus is the true and beneficial owner (as defined in Rule 13d-3 of the Securities and Exchange Act of 1934) of the Shares with no restrictions on the rights of disposition pertaining thereto, except for the restrictions arising under applicable securities laws and the restrictions contemplated in (i) this Agreement, (ii) that certain Stock Purchase Agreement between the Company and Laurus dated as of even date herewith, (iii) that certain Lock-Up Agreement between the Company and Laurus dated as of even date herewith, and (iv) that certain Registration Rights Agreement between the Company and Laurus dated as of even date herewith. Laurus has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares with no limitations, qualifications or restrictions on these rights. Laurus represents that neither it nor any of its affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise) of the Shares (other than this Agreement).
Sample 1
AutoNDA by SimpleDocs
Valid Title, etc. With respect to the Shares beneficially owned by the Existing Shareholders, there are no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein, restrictions arising under that certain Make Good Escrow Agreement, dated May 14, 2007, with certain investors (the “Make Good Escrow Agreement”) or arising under applicable securities laws, such Existing Shareholder has exclusive power to vote, exclusive power of disposition and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of such Existing Shareholder’s Shares with no limitations, qualifications or restrictions on these rights. Each Existing Shareholder represents that neither it nor any of its Affiliates is party to or bound by any agreement with respect to the voting (by proxy or otherwise), sale or other disposition of their Shares (other than this Agreement and the Make Good Escrow Agreement).
Sample 1
Valid Title, etc. The Stockholders are the sole, true, and lawful stockholders of record and beneficial owners (as defined in Rule 13d-3 of the Exchange Act) of the Shares with no restrictions on the rights of disposition pertaining thereto, except for any restrictions contemplated herein or arising under applicable securities laws. The Stockholders do not own any options to purchase or rights to subscribe for or otherwise acquire any securities of the Company, except for the right to receive shares of Voting Common Stock upon conversion of shares of Class B Common Stock. The Stockholders have exclusive power to issue instructions with respect to the matters set forth in Article I of this Agreement, exclusive power to vote, exclusive power of disposition, exclusive power of conversion with respect to the Shares, and exclusive power to agree to all of the matters set forth in this Agreement, in each case with respect to all of the Shares beneficially owned by the Stockholders with no limitations, qualifications or restrictions on these rights, subject to applicable securities laws, the HSR Act and the terms of this Agreement.
Sample 1

Related to Valid Title, etc

  • Valid Title Such Selling Stockholder has, and at the Closing Time will have, valid title to the Securities to be sold by such Selling Stockholder 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.

  • Title, Etc (a) The Borrower and each of its Restricted Subsidiaries has indefeasible title in fee simple to, or valid leasehold or easement interests in, all of their respective real property, and good title to all of their respective personal property, including, without limitation, the real and personal property described in each of the Mortgages, as is necessary to operate the Business except for defects that, individually or in the aggregate, do not have a Material Adverse Effect. None of such property is subject to any Lien, except for Liens permitted by Section 7.01.

  • Xxxxx Title President Attest: /s/Xxxxxx X. Xxxxx -------------------- ACME TELEVISION LICENSES OF OREGON, LLC By: ACME Television Holdings of Oregon, LLC, its majority member By: ACME Television, LLC, its majority member By: ACME Intermediate Holdings, LLC, its majority member By: ACME Television Holdings, LLC, its majority member

  • Property Title (a) Borrower has good and marketable fee simple legal and equitable title to the real property comprising the Property, subject to Permitted Liens. The Mortgage Documents, when properly recorded and/or filed in the appropriate records, will create (i) a valid, first priority, perfected Lien on Borrower’s interest in the Property, subject only to the Permitted Liens, and (ii) perfected security interests in and to, and perfected collateral assignments of, all personalty (including the Leases), all in accordance with the terms thereof, in each case subject only to the Permitted Liens.

  • Survey and Title Approval 8 4.1 Survey...........................................................8 4.2 Title............................................................8 4.3 Survey or Title Objections.......................................8

  • Real Property; Title to Assets (a) The Company does not own any real property.

  • Xxxxxx Title Deputy General Manager P.T. BANK RAKYAT INDONESIA (PERSERO), by /s/Kemas M. Arief Name: Kemas M. Arief Title: General Manager by /s/Xxxxx X. Xxxxxx Name: Xxxxx X. Xxxxxx Title: Deputy General Manager REPUBLIC NATIONAL BANK OF NEW YORK, by /s/ Xxxxxxx X. Xxxx Name: Xxxxxxx X. Xxxx Title: Vice President THE ROYAL BANK OF SCOTLAND PLC, by /s/Xxxxxxx X. Xxxxxx Name: Xxxxxxx X. Xxxxxx Title: Vice President & Deputy Manager THE SAKURA BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxx Xxxxxxx Name: Xxxxxxxx Xxxxxxx Title: Senior Vice President THE SANWA BANK LIMITED, DALLAS AGENCY, by /s/X. X. Xxxxxxx Name: X. X. Xxxxxxx Title: Vice President SOCIETE GENERALE, SOUTHWEST AGENCY, by /s/Xxxxxxxxx X. Xxxxxx Name: Xxxxxxxxx X. Xxxxxx Title: Vice President THE SUMITOMO BANK, LIMITED, HOUSTON AGENCY, by /s/Xxxxxxxxx Xxxx Name: Xxxxxxxxx Xxxx Title: General Manager THE TOKAI BANK, LIMITED, by Name: Title: UNION BANK OF SWITZERLAND, HOUSTON AGENCY, by /s/Xxx X. Xxxxx Name: Xxx X. Xxxxx Title: Managing Director by /s/J. Xxxxxx Xxxxxxxxxxx Name: J. Xxxxxx Xxxxxxxxxxx Title: Assistant Vice President WESTDEUTSCHE LANDESBANK GIROZENTRALE, by /s/Xxxx X. Xxxxxxxx Name: Xxxx X. Xxxxxxxx Title: Vice President by /s/Xxxxxx Xxx Name: Xxxxxx Xxx Title: Associate YASUDA TRUST AND BANKING COMPANY, by /s/Price X. Xxxxxxxx Name: Price X. Xxxxxxxx Title: First Vice President

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • Record Title Within thirty days after each Commencement Date (except to the extent delays are caused by the applicable recording office), the Servicer, at the Servicer's expense, shall cause the Mortgage or Assignment of Mortgage, as applicable, with respect to each MERS Eligible Mortgage Loan, to be properly recorded in the name of MERS in the public recording office in the applicable jurisdiction, or shall ascertain that such have previously been so recorded and the Servicer shall take such actions as are necessary to cause the Owner to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS. In connection with any Reconstitution, the Servicer, at the direction of the Owner or the Master Servicer, shall take such actions as are necessary to cause any new Owner identified in a Transfer Notice to be clearly identified as the owner of each MERS Mortgage Loan on the records of MERS for purposes of the system of recording transfers of beneficial ownership of mortgages maintained by MERS An Assignment of Mortgage in favor of the Owner or such Person as the Owner may designate shall be recorded as to each Non-MERS Mortgage Loan unless instructions to the contrary are delivered to the Servicer in writing by the Master Servicer. Subject to the preceding sentence, as soon as practicable after the Master Servicer instructs the Servicer to record Assignments of Mortgage (but in no event more than 30 days thereafter except to the extent delays are caused by the applicable recording office), the Servicer, at the Servicer's expense, shall cause to be properly recorded in each public recording office where such Non-MERS Eligible Mortgage Loans are recorded each Assignment of Mortgage. In connection with each Reconstitution, the Servicer, at the expense of the Owner and at the direction of the Owner or the Master Servicer, shall cause an Assignment of Mortgage as to each Non-MERS Mortgage Loan in favor of the new Owner identified in a Transfer Notice to be prepared and properly recorded in each public recording office where such Non-MERS Mortgage Loans are recorded as soon as practicable after the related Effective Date (but in no event more than 90 days thereafter except to the extent delays are caused by the applicable recording office). The Servicer shall track such Assignments of Mortgage to ensure they have been recorded. Additionally, the Servicer shall prepare and execute, at the direction of the Owner or the Master Servicer, any note endorsements relating to any of the Non-MERS Mortgage Loans. The Servicer shall be entitled to be reimbursed by the Owner or its designee, on behalf of the Depositor, its out-of-pocket costs for the preparation and recordation of the Assignments of Mortgage under this paragraph. After the expenses of such recording costs shall have been paid by the Servicer, the Servicer shall submit to the Master Servicer a reasonably detailed invoice for reimbursement of recording costs incurred hereunder.

  • Title to Properties; Encumbrances The Company does not currently own, nor has it ever owned (a) any real property, (b) any leasehold interests or (c) any buildings, plants, structures and/or equipment. Part 3.6 of the Seller Parties Disclosure Schedule contains a complete and accurate list of all (A) the Assets that the Company purports to own, including all of the properties and assets reflected in the Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Seller Parties Disclosure Schedule and personal property sold since the date of the Balance Sheet, as the case may be, in the Ordinary Course of Business), and (B) all of the properties and assets purchased or otherwise acquired by the Company since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice), which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Seller Parties Disclosure Schedule. The Company is the sole owner and has good and marketable title (or leasehold title, as the case may be) to the Assets free and clear of all Encumbrances, and the Assets reflected in the Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (i) mortgages or security interests shown on the Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (ii) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (iii) liens for current taxes not yet due, and (iv) Encumbrances pursuant to the Pledge Agreement (as defined below) or the Facility Agreement and (v) Encumbrances incurred in the Ordinary Course of the Business, consistent with past practice, or created by the express provisions of the Contracts, each of the type identified on Part 3.6 of the Seller Parties Disclosure Schedule (together, the “Permitted Encumbrances”). All such assets are suitable for the uses to which they are being put or have been put in the Ordinary Course of Business and are in good working order, ordinary wear and tear excepted.

Time is Money Join Law Insider Premium to draft better contracts faster.