Ownership; Authority. Each Exchange Stockholder will be, effective as of the Effective Time, the beneficial and legal owner of the Class A Shares exchanged hereunder, free and clear of all liens, encumbrances and restrictions (except as disclosed in the registration statement on Form S-1 under the Securities Act of 1933, as amended (the “Securities Act”), in connection with the IPO, or for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Amended and Restated Certificate of Incorporation or any other agreements to which such Exchange Stockholder and the Company are a party). Each Exchange Stockholder has the full right, power and authority to enter into this Agreement and, assuming the waiver or inapplicability of any and all rights of first refusal or co-sale by the Company and the Company’s stockholders that are applicable to the transactions contemplated hereby, to transfer, convey and exchange the Class A Shares in accordance with this Agreement. Assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of such Exchange Stockholder, enforceable against such Exchange Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Upon consummation of the Exchange contemplated hereby, the Company will acquire from each Exchange Stockholder good and marketable title to the Class A Shares, free and clear of any and all liens, encumbrances and restrictions (except as disclosed in the registration statement on Form S-1 under the Securities Act, in connection with the IPO, or for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Amended and Restated Certificate of Incorporation or any other agreements to which such Exchange Stockholder and the Company are a party, and subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
Ownership; Authority. Founder has the full right, power and authority to enter into this Agreement. Assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of Founder, enforceable against Founder in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Upon consummation of an Exchange contemplated hereby, the Company will acquire from Founder good and marketable title to the Exercised Shares subject to such Exchange, free and clear of any and all liens, encumbrances and restrictions (except for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Amended and Restated Certificate of Incorporation or any other agreements to which Founder and the Company are a party, and subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
Ownership; Authority. Licensor warrants that it has full power and authority to grant the rights set forth in this Agreement to Customer with respect to the Software without the consent of any other person; and that neither the performance of the services by Licensor nor the license to use and the use by Customer of the Software and documentation (including the copying thereof) will in any way constitute an infringement or other violation of any copyright, trade secret, trademark, patent, invention, proprietary information, nondisclosure or other rights of any third party.
Ownership; Authority. Each Exchange Stockholder will be, as of the Exchange Effective Time, the beneficial and legal owner of the Class A Shares exchanged hereunder, free and clear of all liens, encumbrances and restrictions (except for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Certificate of Incorporation or any other agreements to which such Exchange Stockholder and the Company are a party). Each Exchange Stockholder has the full right, power and authority to enter into this Agreement and, assuming the waiver or inapplicability of any and all rights of first refusal or co-sale by the Company and the Company’s stockholders that are applicable to the transactions contemplated hereby, to transfer, convey and exchange the Class A Shares in accordance with this Agreement. Assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of such Exchange Stockholder, enforceable against such Exchange Stockholder in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Upon consummation of the Exchange contemplated hereby, the Company will acquire from Exchange Stockholder good and marketable title to the Class A Shares, free and clear of any and all liens, encumbrances and restrictions (except for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Certificate of Incorporation or any other agreements to which such Exchange Stockholder and the Company are a party, and subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
Ownership; Authority. NCT Hearing represents and warrants to Licensee that it owns or has the worldwide right to use, including the right to sublicense, the Licensed Patents and Licensed Technology. NCT Hearing represents and warrants that it has the right, power and authority to enter into this Agreement and to grant the licenses and other rights contained herein to Licensee as herein provided.
Ownership; Authority. I(3)S represents and warrants that the software utilized hereunder (collectively, the "Products") are free and clear of all liens and encumbrances, and that it has full power and authority to utilize the rights granted to it with respect to such Products without the consent of any other person or that such consent has been obtained, and that to the knowledge of I(3)S the Products utilized hereunder will not infringe or violate any copyright, trade secret, trademark, patent or other intellectual property rights of any third party.
Ownership; Authority. The Beneficiary represents, warrants and covenants to the Company that (i) as of the effective date of this Agreement, the Beneficiary is the Beneficial Owner of 14,962,500 shares of Common Stock, (ii) the Beneficiary does not Beneficially Own any shares of Capital Stock other than 14,962,500 shares of Common Stock, and (iii) the Beneficiary has full power and authority to make, enter into and carry out the terms of this Agreement.
Ownership; Authority. Owner warrants that it has the right to disclose the Confidential Information to Recipient. Otherwise, all information is provided "As Is" and without any warranty, express, implied, or otherwise, regarding its use, results, accuracy, or performance. Recipient recognizes and agrees that except as expressly set forth in Section 14 above, nothing contained in this Agreement shall be construed as granting any property rights, by license or otherwise, to any Confidential Information of Owner disclosed pursuant to this Agreement, or to any invention or any patent, copyright, trademark, or other intellectual property right that has issued or that may issue, based on such Confidential Information. Recipient shall not make, have made, use or sell for any purpose any product or service or other item using, incorporating or derived from any Confidential Information of Owner absent separate written agreement. In some cases, the Recipient may seek assurance from the Owner that it has the right to disclose the Confidential Information to Recipient and to authorize the Recipient to use the Confidential Information as provided in the Confidentiality Agreement. Such assurance may be implied anyway, but sometimes the Recipient may see a need to be explicit in building a case for reliance on Owner's authority to provide the Recipient with the Confidential Information. If the Owner authorizes the Recipient to use the Confidential Information in any way that may affect the Recipient's plans, products, or business, the Owner should consider stipulating that it gives no warranty as to the use, results, accuracy or performance of the Confidential Information.
Ownership; Authority. Except with respect to the Transferred Assets, all Intellectual Property owned or licensed by Seller or its Subsidiaries immediately prior to the date hereof shall continue to be so owned or licensed by Seller and its Subsidiaries on and after the date hereof. Except as otherwise set forth in a license agreement, no license, express or implied, is being granted by the Parties under this Agreement, other than to the extent necessary for the other Party, its Affiliates and Third Party Service Providers to perform or receive the applicable Services. Except as expressly set forth in a Work Order, all right, title and interest in all work product created by Provider shall belong exclusively to Provider. To the extent that title to any such work product may not vest in Provider by operation of Law, then Recipient hereby irrevocably assigns all right, title and interest therein to Provider. Each Party shall execute such other documents as may be necessary to effect the purposes of this Section 5.1.
Ownership; Authority. Each Founder has the full right, power and authority to enter into this Agreement and, assuming the waiver or inapplicability of any and all rights of first refusal or co-sale by the Company and the Company’s stockholders that are applicable to the transactions contemplated hereby, to exercise the Exchange Right and transfer, convey and exchange the Eligible Class A Shares in accordance with this Agreement. Assuming the due authorization, execution and delivery by the Company, this Agreement constitutes a valid and binding agreement of such Founder, enforceable against such Founder in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity). Upon consummation of an Exchange contemplated hereby, the Company will acquire from Founder good and marketable title to the Eligible Class A Shares, free and clear of any and all liens, encumbrances and restrictions (except for restrictions on transfer arising under applicable securities laws or as set forth or contemplated by this Agreement, the Certificate of Incorporation or any other agreements to which such Founder and the Company are a party, and subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity).
