Common use of Good Title Conveyed Clause in Contracts

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Purchaser at the Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good and valid title to all the Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by such Seller to Purchaser Buyer at the Closing will be valid and binding obligations of such Seller, enforceable in accordance with their respective terms, and will effectively vest in Purchaser Buyer good and valid title to all the such Seller's Target Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities lawsLiens.

Good Title Conveyed. The stock certificates, stock ------------------- powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Purchaser at the Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good and valid title to all the Shares, free and clear of all Encumbrances, except restrictions on transfer relating to the resale of the Shares by Purchaser imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by each Seller to Purchaser the Purchasers at the Closing will be valid and binding obligations of each Seller, respectively, enforceable in accordance with their respective terms, and will effectively vest in Purchaser the Purchasers good and valid title to all the Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by other than as set forth in the Securities Act Sellers Pledge and any applicable state securities lawsSecurity Agreement.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller Sellers to Purchaser Buyer at the Closing will be valid and binding obligations of Sellerthe respective Sellers, enforceable in accordance with their respective terms, and will effectively vest in Purchaser Buyer good and valid title to all the Shares, free and clear of all Encumbrances, Liens except for customary restrictions on the transfer of such Shares imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and and/or delivered by Seller Sellers to Purchaser at the Closing will be valid and binding obligations of SellerSellers, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good and valid title to all the Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be being executed and delivered by Seller each Selling Shareholder to Purchaser at the Closing will be are valid and binding obligations of Sellereach Selling Shareholder, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good good, valid and valid marketable title to all the Shares, Shares to be transferred to Purchaser pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, except restrictions on transfer imposed those created by the Securities Act and any applicable state securities lawsSecurity Agreement contemplated herein.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller the Sellers and Custodians to Purchaser Buyer at the Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good Buyer good, valid and valid marketable title to all of the Shares, issued and outstanding Holding Company Stock pursuant to and as contemplated by this Agreement free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities laws.

Good Title Conveyed. The stock certificates, stock powers, endorsements, assignments and other instruments to be executed and delivered by Seller to Purchaser at the Closing will be valid and binding obligations of Seller, enforceable in accordance with their respective terms, and will effectively vest in Purchaser good and valid title to all the Shares, free and clear of all Encumbrances, except restrictions on transfer imposed by the Securities Act and any applicable state securities lawsLiens.