Good and Marketable Title. The Seller owns and has good and marketable title to the Transferred Assets and free and clear of any lien (other than the liens in favor of the Collateral Trustee for the benefit of the Secured Parties pursuant to the Indenture and inchoate liens arising by operation of law, Permitted Liens or any lien that will be released prior to or contemporaneously with the applicable Conveyance) and there are no financing statements naming the Seller as debtor and covering the Transferred Assets other than any financing statements in favor of the Collateral Trustee for the benefit of the Secured Parties pursuant to the Indenture, Permitted Liens or any lien that will be released prior to or contemporaneously with the Conveyance.

Good Title. It is the intention of the Borrower that each of the sales, transfers, assignments and conveyances herein contemplated constitute an absolute sale, transfer, assignment and conveyance of the Receivables and the 2023-1B SUBI Certificate and that neither the Receivables nor the 2023-1B SUBI Certificate shall be a part of ​’s estate in the event of the filing of a bankruptcy petition by or against ​ under any bankruptcy law. As of the Closing Date or the related Funding Date, as applicable, neither the 2023-1B SUBI Certificate nor any Receivable has been sold, transferred, assigned, conveyed or pledged by any Originator, ​, the Trust or the Borrower to any Person other than pursuant to the Basic Documents. As of the Closing Date or the related Funding Date, as applicable, and immediately prior to the related sale and transfer herein contemplated, ​ had good and marketable title to and was the sole owner of each related Receivable and the 2023-1B SUBI Certificate free and clear of all Liens (except any Lien which will be released prior to assignment of such Receivable hereunder and any Permitted Liens), and, immediately upon the sale and transfer thereof, the Borrower will have good and marketable title to each such Receivable and the 2023-1B SUBI Certificate, free and clear of all Liens (other than Permitted Liens).

Good Title. The CR Shareholders are the record and beneficial owners, and have good title to, the Exchange Shares, with the full right and authority to sell and deliver such Exchange Shares, free and clear of any and all liens, encumbrances, pledges, security interests, claims, charges, options, rights of first refusal, proxies, voting trusts, or agreements, transfer restrictions under any equity holder or similar agreement or any other restriction or limitation whatsoever, including any contract granting any of the foregoing (collectively, the “Title Liens”), to FDOC pursuant to the Exchange. FDOC, as the new owner of the Exchange Shares, shall receive good title to the Exchange Shares, free and clear of all Title Liens. The Exchange Shares represent 100% of the issued and outstanding share capital of the Company on a fully diluted basis and there are no other issued and outstanding share capital of the Company and no outstanding commitments or contracts to issue any share capital of the Company.

Good Title. All assets and properties that were and are used in the business of Cafesa, or that were reflected in the balance sheets dated ​, are owned by Cafesa and are free and clear of all liens and encumbrances and are not subject to any restriction except as set forth in [Exhibit 1.1](a).

Good Title. Each Shareholder is the record and beneficial owner, and has good and marketable title to YourSpace Shares being exchanged by such Shareholder pursuant to this Agreement as set forth on [Exhibit A], with the right and authority to sell and deliver such YourSpace Shares to the Company as provided herein. Upon registering of the Company as the new owner of such YourSpace Shares in the share register of YourSpace, the Company will receive good title to such YourSpace Shares, free and clear of all Liens.

Good Title. In the case of the SPV, upon each Investment and Reinvestment, the Administrative Agent for the benefit of each ​, on behalf of the related Investors shall acquire a valid and enforceable perfected first priority ownership interest (subject to Permitted Liens) or a first priority perfected security interest (subject to Permitted Liens) in each Receivable and all other Affected Assets that exist on the date of such Investment or Reinvestment, with respect thereto, free and clear of any Adverse Claim (other than that created by the Administrative Agent, any ​ or any Investor).

Title to Interests. Seller is the sole owner of the Aircraft and has good and marketable title thereto, free and clear of any and all Liens. Seller has the full power and authority to transfer full legal and beneficial title to the Aircraft, free and clear of all Liens. At Closing, good and marketable and fully legal and beneficial title to the Aircraft shall be transferred to Buyer free and clear of all Liens.

Inventory with respect to which a Borrower Party does not have good, valid and marketable title thereto;

#​ has good title to the Collateral and all inventory is in all material respects of good and marketable quality, free from material defects.

Title Insurance Policies. Purchaser shall have received a Title Insurance Policy insuring Purchaser’s or Purchaser’s designee’s good and marketable title (subject to no Liens other than Permitted Liens) to each parcel of real property that is part of an Owned Facility, located in the United States.

Title to Subject Securities. Seller is the beneficial and record owner of all of the Subject Securities and at the Closing will deliver to the Buyer good and marketable title to such Subject Securities free and clear of all Encumbrances.

The Company has good and marketable title to all of its properties and assets free and clear of any payment obligation to any third party or any other lien or encumbrance .

Section # Good Title. The Company and its Subsidiaries have good and marketable title, or valid leasehold interests, to their material assets necessary in the ordinary conduct of its business where the failure to have such title or interests would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, subject to no Liens, other than Liens permitted by [Section 5.09].

Section # Title to Properties, etc. The Borrower and each of its Subsidiaries has good and marketable title, in the case of Real Property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all properties and assets necessary to the conduct of its respective business free and clear of Liens other than Permitted Liens.

such other documents and instruments reasonably necessary or appropriate to vest in Purchaser good and marketable title to the Transferred Assets, free and clear of all liens, claims and encumbrances whatsoever, and all certificates of title covering the Transferred Assets with warranties of title, all in such form reasonably acceptable to Purchaser;

Title to Assets; Encumbrances. Seller has good and marketable title or a valid leasehold or license interest to the Assets. None of the Assets is subject to any mortgage, pledge, lien, security interest, encumbrance, restriction, variance, charge or limitation of any kind. At the Closing, Buyer shall receive good and marketable title to the Assets, free of any liens, claims or encumbrances. The Assets and the Assumed Contracts include all rights, properties and other assets necessary to permit Buyer to conduct the Proposed Business in all material respects in the same manner as it is conducted on, and has been conducted prior to, the Effective Date and the Closing Date.

Title to the Purchased Shares. Sellers own good, valid and marketable title to the Purchased Shares, free and clear of any and all Liens (other than those imposed by applicable securities Laws), and upon delivery of the Purchased Shares to Buyer on the Closing Date in accordance with this Agreement, and upon Buyer’s payment of the Purchase Price payable at the Closing in accordance with [Section 1.3], the entire legal and beneficial interest in the Purchased Shares and good, valid and marketable title to the Purchased Shares, free and clear of all Liens (other than those imposed by applicable securities Laws or those incurred by Buyer), will pass to Buyer.

Title to Property. Except as disclosed in the SEC Documents the Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

Section # Title to Property. The Partnership Entities have good and marketable title to all real property (except for Rights-of-Way) and good title to all personal property described in the NEP Execution Date SEC Documents as being owned by any of them, free and clear of all Liens, except for # Liens that do not materially affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Partnership Entities and # Liens as are described in the NEP Execution Date SEC Documents.