Common use of Valid Title Clause in Contracts

Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, the Securities to be sold by such Selling Shareholder, and as of the Closing Time such Securities will be 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, law to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder Stockholder has, and at the Closing Time Time, will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities Shares to be sold by such Selling Shareholder, 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, the Power of Attorney and Custody Agreement and to sell, transfer and deliver the Securities Shares to be sold by such Selling Shareholder Stockholder or a valid security entitlement in respect of such SecuritiesShares.

Valid Title. Such Selling Shareholder has, and at on the Closing Time Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, the Securities to be sold by such Selling ShareholderShareholder on the Closing Date, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesShares.

Valid Title. Such The Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities to be sold by such the Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such Selling Shareholder has, and at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the Uniform Commercial Code, as amended (the “UCC”) UCC in respect of, the Securities to be sold by such Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Shareholder Stockholder has, and at the each Closing Time Date will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 of the New York Uniform Commercial Code, as amended Code (the “UCC”) in respect of, the Securities to be sold by such the Selling Shareholder, 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 to sell, transfer and deliver the Securities to be sold by such the Selling Shareholder Stockholder or a valid security entitlement in respect of such Securities.

Valid Title. Such The Selling Shareholder has, and will at the Closing Time will have, valid title to, or a valid “security entitlement” within the meaning of Section 8-102 501 of the Uniform Commercial Code, UCC (as amended (the “UCC”defined below) in respect of, the Securities to be sold by such Selling ShareholderShareholder hereunder, free and clear of all any security interestsinterest, claimsmortgage, lienspledge, equities lien, charge, claim, equity or other encumbrances and the legal right and powerencumbrance, and all authorization and approval required by law, other than pursuant to enter into this Agreement and to sell, transfer and deliver the Securities to be sold by such Selling Shareholder or a valid security entitlement in respect of such SecuritiesAgreement.