Ownership and Encumbrances. Borrower is the sole owner of the whole of the Vessel free and clear of all Encumbrances except Permitted Encumbrances, and is lawfully possessed of the Vessel and warrants and shall defend its title to and possession thereof and every part thereof for the benefit of Lender against the claims and demands of all persons whomsoever. No Encumbrances shall exist hereafter against the Vessel except for Permitted Encumbrances, and none of Borrower or the master of the Vessel nor any other Persons have or shall have any right or authority to create, incur or permit to be placed or imposed upon the Vessel, or any part of any of the Vessel, any Encumbrance whatsoever other than Permitted Encumbrances. Borrower shall pay and discharge, or cause to be paid and discharged, when due and payable, from time to time, all Encumbrances on the Vessel except when the continuation of such an Encumbrance is otherwise permitted in this Agreement.
Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents (including all rights to sue and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions with respect to the transfer or licensing of such Patents or is subject, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties.
(b) The Assigned Patents are not subject to any exclusive Grant to a third party.
(c) Except as set forth on Exhibit C, Purchaser will not be subject to any covenant not to sue, license or other similar restriction on its enforcement or enjoyment of the Assigned Patents as a result of any prior transaction related to the Assigned Patents.
(d) Seller has provided Purchaser with complete copies of all documentation reflecting the Encumbrances identified in Exhibit C and all such copies are complete in all material respects and no information has been deleted, omitted or redacted from such copies.
(e) Except for Purchaser, there are no existing contracts, agreements, options, commitments, proposals, bids, offers, or rights with, to, or in any person to acquire any of the Assigned Patents.
(f) As of the Effective Date, none of Seller, except as expressly set forth in Section 2.3 above, any prior owner of the Assigned Patents, or any Inventor will have any right or interest in and to any of the Assigned Patents.
(g) Any Grant currently in effect with respect to the Assigned Patents does not provide sublicensing rights.
Ownership and Encumbrances. Seller is now and will remain, until the conclusion of the Closing, the lawful owner of the Water Rights and the Historic Property. To the best of Seller’s knowledge, the Water Rights are free of any liens, encumbrances and third party claims except those of Greeley. From the Effective Date of this Agreement until the Closing, Seller shall not encumber the Water Rights and the Historic Property or any interest therein in any way nor grant any property or contract right relating to the Property or any other interests without the prior written consent of Greeley.
Ownership and Encumbrances. Customer acknowledges that it has no title to any fiber, facilities, equipment, or materials provided by Bluebird and shall not in any way encumber the Services, cable, or any property that is the subject of or related to a Service Order.
Ownership and Encumbrances. Except for the security interest granted hereunder or any Encumbrance that will be released prior to the transfer of the VLG Membership Interests pursuant to the Call Option Agreement, Pledgor (i) is the sole legal and beneficial owner of the Collateral, (ii) holds the same free and clear of all Encumbrances, and (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Encumbrance on, the Collateral.
Ownership and Encumbrances. Assignor is the sole beneficial owner of the Transferred Interests. Except as expressly contemplated by the Operative Agreements, Assignor has not previously sold, assigned, encumbered, transferred or conveyed, and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Transferred Interests. At the closing hereunder, Assignor will convey to Assignee all of the right, title and interest of Assignor in, to and under the Transferred Interests.
Ownership and Encumbrances. Borrower has good title, or valid leasehold interests in, all of its properties and assets, real and personal. None of the properties and assets of any Borrower are subject to any lien, encumbrance, security interest or other claim of any nature, except liens and encumbrances in favor of the Bank and existing liens and encumbrances disclosed in all financial statements mentioned in Section 5.04 or set forth on the schedule attached as Exhibit 5.09.
Ownership and Encumbrances. All of the Longe Shares are owned beneficially and of record by Xxxxxxxxxx, which has good and marketable title thereto, and all of the Longe Shares shall be transferred to TransAtlantic free of any Encumbrances or other adverse claims of any kind whatsoever created by, through or under Xxxxxxxxxx.
Ownership and Encumbrances. Borrower has good title to the Collateral described in this Agreement and said Collateral is not subject to any prior or superior lien, encumbrance, security interest or other claim of any nature.
Ownership and Encumbrances. Buyer shall not, prior to Close of Escrow without the prior written consent of Seller, which consent may be given or denied in Seller’s absolute discretion, enter into any lien, encumbrance, easement or license agreement permitting others to use the Property, or any portion thereof, or convey any part of the Property.
