4Ownership.
(a) As of the date hereof, Swiss Parent is (and as of the Closing Date, US Parent together with Seller, is), the exclusive owner of the entire right, title (legal and equitable) [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. and interest in, to and under the Purchased Royalty Payments and has good and valid title thereto, free and clear of all Liens (other than Permitted Liens). The Purchased Royalty Payments, in whole or in part, have not been pledged, sold, assigned, transferred, conveyed or granted by any of the Seller Parties to any Person other than Purchaser (other than the transfers among the Seller Parties expressly contemplated and required hereunder). The Seller Parties have full right to sell, assign, transfer and convey the Purchased Royalty Payments to Purchaser. Upon the sale, assignment, transfer and conveyance by Seller of the Purchased Royalty Payments to Purchaser, Purchaser shall acquire good, valid and marketable title to the Purchased Royalty Payments free and clear of all Liens (other than Permitted Liens), and, subject to those rights expressly retained by the Seller Parties pursuant to this Agreement, shall be the exclusive owner of the Purchased Royalty Payments.
(b) No Person other than Purchaser shall have any right to receive the Purchased Royalty Payments payable under this Agreement and the License Agreements (other than to the extent Purchaser assigns its right to receive such Purchased Royalty Payments to any other Person as permitted herein).
4Ownership. The Seller has good, valid and marketable title to the Purchased Royalty Interest, free and clear of all Liens. Upon payment of the Closing Purchase Price by the Purchaser, the Purchaser will have acquired, subject to the terms and conditions set forth in this Agreement, good, valid and marketable title to the Purchased Royalty Interest, free and clear of all Liens (other than those contemplated by Section 2.1(b)).
4Ownership. Franchisee shall maintain a current list of all owners of record and all beneficial owners of any class of equity security of Franchisee and shall furnish the list to Franchisor upon request. Schedule 15.4 attached to this Agreement and made a part hereof is a complete and correct listing of the directors, officers, managers and equity holders of Franchisee. Franchisee and each Principal Shareholder represent, warrant and covenant that all equity interests in Franchisee are owned as set forth on Schedule 15.4, that no such interest has been pledged or hypothecated (except in accordance with Article X, and that no change will be made in the ownership of any such interest other than as permitted by this Agreement, or otherwise consented to in writing by Franchisor. Franchisee and Principal Shareholders agree to furnish Franchisor with such evidence as Franchisor may request, from time to time, for the purpose of assuring Franchisor that the interests of Franchisee and Principal Shareholders remain as represented herein.
4Ownership. The Seller and the Company are collectively the exclusive owner, or exclusive licensee, of the entire right, title (legal and equitable) and interest in, to and under the Purchased Royalties and the Intellectual Property Rights (with respect to the Exploitation of the Licensed Product in the Territory). The Company has duly and legally filed or applied for registration for its ownership interest in the Patents included in the Intellectual Property Rights in the Territory, including the Patents listed on Section 3.4 of the Disclosure Schedule, in the appropriate agencies and in the jurisdictions listed on Section 3.4 of the Disclosure Schedule. The Purchased Royalties sold, contributed, assigned, transferred, conveyed and granted to the Purchaser on the Closing Date or the First Milestone Closing Date, as applicable, have not been pledged, sold, contributed, assigned, transferred, conveyed or granted by the Seller to any other Person. The Seller has full right to sell, contribute, assign, transfer, convey and grant the Purchased Royalties to the Purchaser. Upon the sale, contribution, assignment, transfer, conveyance and granting by the Seller of the Purchased Royalties to the Purchaser, the Purchaser shall acquire good and marketable title to the Purchased Royalties free and clear of all Liens, other than those Liens created under the Transaction Documents, and shall be the exclusive owner of the Purchased Royalties. The Purchaser shall have the same rights as the Seller would have with respect to the Purchased Royalties (if the Seller were still the owner of such Purchased Royalties) against any other Person.
4Ownership. The Executive agrees that all inventions, copyrightable material, business and/or technical information, marketing plans, customer lists, and trade secrets which arise out of the performance of this Agreement are the property of the Company.
4Ownership. Seller is the record and beneficial owner, free and clear of any Encumbrances (other than any transfer restrictions under applicable securities Laws and the Governing Documents of the Company), of the Shares. Except for this Agreement, Seller is not a party to any option, warrant, right, Contract, call, put, or other agreement or commitment providing for the disposition or acquisition of the Shares or any options exercisable for the capital stock of the Company. Upon transfer of the Shares to Buyer in accordance with the terms of this Agreement, Buyer will receive title to the Shares, free and clear of any Encumbrances (other than any transfer restrictions under applicable securities Laws and the Governing Documents of the Company).
4Ownership. The Company Parties are the exclusive owners of the entire right, title (legal and equitable) and interest in, to and under the Collateral, free and clear of all Liens, other than Permitted Liens, and the Company Parties own their respective assets relating to the Included Products, free and clear of all Liens, other than Permitted Liens. The Revenue Interests sold, assigned, transferred, conveyed and granted to the Investor on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by any Company Party to any other Person. The Company Parties have full right to sell, assign, transfer, convey and grant the Revenue Interests to the Investor. Upon the sale, assignment, transfer, conveyance and granting by each Company Party of the Revenue Interests owned by it to the Investor Representative, the Investor shall acquire good and marketable title to the Revenue Interests free and clear of all Liens (other than Liens permitted pursuant to clauses (a), (b), (f), and (g) of the LEGAL 4875-0317-8306v.49 definition of Permitted Liens), and shall be the exclusive owner of the Revenue Interests. No Company Party has caused, and to the Knowledge of the Company Party no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Revenue Interests and the Collateral, in each case, to be subordinated to any creditor or any other Person.
4Ownership. The Company is the exclusive owner of the entire right, title (legal and equitable) and interest in, to, and under the Revenue Interests free and clear of all Liens (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”). The Company is the exclusive owner of the entire right, title (legal and equitable) and interest in, to and under the other Collateral, free and clear of all Liens, other than Permitted Liens. The Revenue Interests sold, assigned, transferred, conveyed and granted to the Investor on the Closing Date have not been pledged, sold, assigned, transferred, conveyed or granted by the Company to any other Person (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”). The other Collateral (other than the Revenue Interests) has not been pledged, sold, assigned, transferred, conveyed or granted by the Company to any other Person (except for Permitted Liens). The Company has full right to sell, assign, transfer, convey and grant the Revenue Interests to the Investor. Upon the sale, assignment, transfer, conveyance and granting by the Company of the Revenue Interests to the Investors, the Investors shall acquire good and marketable title to the Revenue Interests free and clear of all Liens (except for any Lien contemplated under clauses (c), (d), (e), (f), (k), (l), (y) and (cc) of the definition of “Permitted Lien”), and shall be the exclusive owners of the Revenue Interests. The Company has not caused, and to the Knowledge of the Company no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Revenue Interests to be subordinated to any creditor or any other Person. The Company has not caused, and to the Knowledge of the Company no other Person has caused, the claims and rights of Investor created by any Transaction Document in and to the Collateral to be subordinated to any creditor or any other Person (other than the Liens granted in favor of Xxxxxxx under the Oaktree Credit Agreement and the Oaktree Security Documents (in each case, as modified by the Oaktree Consent and the Intercreditor Agreement)).
4Ownership. (a) Each Group Company owns, and has good and exclusive title to, all Owned Company Intellectual Property and Owned Company Technology (other than Owned Company Intellectual Property and Owned Company Technology that is exclusively licensed to Company), and all Company Intellectual Property Registrations, free and clear of any Encumbrance.
(b) No person other than a Group Company has any ownership interest in or exclusive rights to any Company Products, Company Intellectual Property Registrations, Owned Company Technology or any Owned Company Intellectual Property or any improvements made by or for the Company to any Company Products, Owned Company Technology or any Owned Company Intellectual Property.
(c) All Owned Company Intellectual Property is fully paid as far as amounts have fallen due.
(d) Except as provided for in the Agreement, no Group Company has:
(i) transferred ownership of, or granted any exclusive license or exclusive right under or with respect to, or authorised the retention of any exclusive right with respect to or joint ownership of, any Intellectual Property that is or was at any time owned or purported to be owned by the Company to any other person; or
(ii) permitted the Company’s rights in any Owned Company Intellectual Property to lapse or enter the public domain, except where that Company has in its reasonable business judgment decided to cancel, abandon, allow to lapse or not renew such issuance, registration, or application.
4Ownership. (a) Each Consenting Noteholder, severally and not jointly, represents, warrants and covenants to the Company Parties that, without limiting the ability to sell, transfer or assign any of the Existing Notes or any other claims against or interests in the Company Parties (collectively, the “Holdings”), subject to Section 8 below, (i) such Party is the legal and beneficial owner of the Holdings in the principal amounts indicated on such Party’s signature page hereto, or has and shall maintain the power and authority to bind the legal and beneficial owner(s) of such Holdings to the terms of this Support Agreement, (ii) such Party (x) has and shall maintain full power and authority to vote on and consent to or (y) has received direction from the party having full power and authority to vote on and consent to such matters concerning its pro rata share of the Holdings and to exchange, assign and transfer such Holdings, and (iii) other than pursuant to this Support Agreement, such Holdings are and shall continue to be free and clear of any pledge, lien, security interest, charge, claim, equity, option, proxy, voting restriction, right of first refusal or other limitation on disposition, or encumbrances of any kind, that would materially and adversely affect in any way such Party’s performance of its obligations contained in this Support Agreement.
