Common use of Ownership Free and Clear Clause in Contracts

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule).

Appears in 4 contracts

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp), Asset Purchase Agreement (Medical Transcription Billing, Corp), Asset Purchase Agreement (Medical Transcription Billing, Corp)

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Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP Intellectual Property (other than Intellectual Property licensed from Third Parties) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified Encumbrances in Part 2.7(f) favor of the Disclosure Schedule)Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (General Cannabis Corp)

Ownership Free and Clear. The A Seller exclusively owns all right, title, and interest to and in the Seller Business IP (other than Intellectual Property licensed from Third Parties) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified Encumbrances in Part 2.7(f) favor of the Disclosure Schedule)Buyer.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Calpian, Inc.), Asset Purchase Agreement (Excel Corp)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and the Purchased IP (other than Intellectual Property Rights exclusively licensed to the Seller, as identified in the Seller IP Schedule 1.1(e)) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(fSchedule 1.1(f)) except for Permitted Liens. Without limiting the generality of the Disclosure Schedule).foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Innovaro, Inc.)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.10(c) of the Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.12(d) of the Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Medical Transcription Billing, Corp)

Ownership Free and Clear. The Seller Sellers exclusively owns own all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.10(d) of the Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.6(f) of the Disclosure Schedule), it being understood and acknowledged that the foregoing representation and warranty does not constitute a representation and warranty of non-infringement of Intellectual Property Rights of any third Person.

Appears in 1 contract

Samples: Asset Purchase Agreement (MTBC, Inc.)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller Seller-Owned IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.10(d) of the Disclosure Schedule).. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Leadis Technology Inc)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP (other than Intellectual Property Rights exclusively licensed to the Seller, as identified in Part 2.6(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.6(d) of the Disclosure Schedule).. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Vuance)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP (other than Intellectual Property or Intellectual Property Rights licensed to the Seller, as identified in Part 2.10(c) of the Disclosure Schedule) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.10(d) of the Disclosure Schedule).. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadsoft Inc)

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Ownership Free and Clear. The Seller exclusively owns all right, title, title and interest to and in the Seller IP (other than Intellectual Property Rights or Intellectual Property licensed to the Seller, as identified in Part ‎4.17(a)(iii) of the Disclosure Schedule) free and clear of any Encumbrances (other than nonexclusive licenses and rights granted pursuant to the Contracts identified contracts listed in Part 2.7(f‎4.17(a)(iv) of the Disclosure Schedule).) and except as to customizations assigned to customers as listed in Part ‎4.17(c) of the Disclosure Schedule. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Silicom Ltd.)

Ownership Free and Clear. The Except as set forth in Part 2.12(g) of the Disclosure Schedule, the Seller exclusively owns all right, title, and interest to and in the Seller IP (other than Intellectual Property Rights exclusively licensed to the Seller, as identified in Part 2.12(c) of the Disclosure Schedule) free and clear of any Encumbrances, other than Permitted Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f2.12(d) of the Disclosure Schedule).

Appears in 1 contract

Samples: Asset Purchase Agreement (Broadsoft Inc)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller Transferred IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) of the Disclosure Schedule)Encumbrances.

Appears in 1 contract

Samples: Asset Purchase Agreement (Rasna Therapeutics Inc.)

Ownership Free and Clear. The Seller exclusively owns all right, title, title and interest to and in the Seller Transferred IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Seller IP Contracts identified in Part 2.7(fSection 4.6(c) of the Disclosure Schedule).. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (INSURE.COM, Inc)

Ownership Free and Clear. The Seller exclusively owns all right, title, title and interest to and in the Seller Business IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Business IP Contracts identified in Part 2.7(fSection 4.10(d) of the Disclosure ScheduleSchedule of Exceptions or Permitted Encumbrances, or as set forth in Section 4.10(g) of the Schedule of Exceptions).. Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Webmedia Brands Inc.)

Ownership Free and Clear. The Seller exclusively owns all right, title, title and interest to and in the Seller Business IP free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Business IP Contracts identified in Part 2.7(f) Schedule 3.14(c), Permitted Liens, the end user terms and conditions of use of the Disclosure ScheduleWebsites, or as set forth in Schedule 3.14(f).). Without limiting the generality of the foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Mediabistro Inc.)

Ownership Free and Clear. The Seller exclusively owns all right, title, and interest to and in the Seller IP (other than Intellectual Property Rights licensed to the Seller, as identified in Part 2.11(c) of the Seller Disclosure Schedule, which part shall indicate whether such Intellectual Property Rights are exclusive or not) free and clear of any Encumbrances (other than licenses and rights granted pursuant to the Contracts identified in Part 2.7(f) Seller Contracts). Without limiting the generality of the Disclosure Schedule).foregoing:

Appears in 1 contract

Samples: Asset Purchase Agreement (Esim LTD)

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