Common use of Valid Title to Offered Securities Clause in Contracts

Valid Title to Offered Securities. The Selling Securityholder has, and on the Closing Date hereinafter mentioned will have, (i) valid and unencumbered title to the Offered Securities to be delivered by the Selling Securityholder on the Closing Date (or, with respect to Offered Securities to be sold by the Selling Securityholder upon conversion of shares of Class B common stock of the Company, such shares of Class B Common Stock) or (ii) a valid “security entitlement” (within the meaning of Section 8-501 of the Uniform Commercial Code as in effect in the State of New York (the “New York UCC”)) in respect of such Offered Securities (or, with respect to Offered Securities to be sold by the Selling Securityholder upon conversion of shares of Class B common stock of the Company, such shares of Class B Common Stock) and (y) has the legal right, power and authority to enter into this Agreement and to sell, assign, transfer and deliver the Offered Securities (or security entitlements to such Offered Securities) to be delivered by the Selling Securityholder under this Agreement on the Closing Date hereunder free and clear of all liens, encumbrances, equities or claims arising under this Agreement.