Right, Title, and Interest. Business Associate acknowledges and agrees that Covered Entity owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in Covered Entity. Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without Covered Entity’s express written consent.
Right, Title, and Interest. Motoguzzi and the Motoguzzi Subsidiaries own or possess sufficient right, title and interest in and to, or a valid and enforceable license in or other right to use all of the Intellectual Property (as defined below) to entitle them to conduct their businesses as heretofore conducted and as presently intended to be conducted in the future, except for such of the foregoing, the absence of which would not have a Motoguzzi Material Adverse Effect. To its knowledge, Motoguzzi and the Motoguzzi Subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property of any other person except for such of the foregoing as would not have a Motoguzzi Material Adverse Effect. To its knowledge, no person is infringing upon any Intellectual Property right of Motoguzzi and the Motoguzzi Subsidiaries except for such of the foregoing as would not have a Motoguzzi Material Adverse Effect.
Right, Title, and Interest. Except as provided in the Missouri Agreement or as otherwise described on Exhibit 1.36, Santarus is the sole and exclusive owner or exclusive licensee of the rights under each of the Santarus Patents granted to GSK pursuant to Section 2.1.1, and to Santarus’ knowledge, all maintenance fees and annual payments due for the Santarus Patents have been paid.
Right, Title, and Interest. Business Associate acknowledges and agrees that Covered Entity owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in Covered Entity. Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without Covered Entity’s express written consent. The respective rights and obligations of Business Associate under this Section E.3 shall survive the termination of this Agreement.
Right, Title, and Interest. By acceptance of this Agreement, Licensee acknowledges that Licensor owns all rights, title and interest to use the Certification Mark and that Licensee has no right, title or interest in the Certification Mark other than the right to use the Certification Mark as prescribed in this Agreement. Licensee agrees that it will not, during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Certification Mark, as registered or otherwise used or claimed by Licensor, or attack the validity of this Agreement or any part hereof. Further, Licensee will not do anything inconsistent with such ownership and acknowledges that all use of the Certification Mark has, does and shall inure to the benefit of and be on behalf of the Licensor.
Right, Title, and Interest. The Parties agree that, as between the Parties, Licensor is the sole owner of the Licensed Trademarks. Each Licensee agrees not to directly or indirectly challenge or contest the validity of, or Licensor’s rights in, the Licensed Trademarks (and the associated goodwill), including without limitation, arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit (“Action”) regarding enforcement of this Agreement or involving any third party. The Parties agree that any and all goodwill in the Licensed Trademarks arising from use of the Licensed Trademarks by the Licensees and their Permitted Sublicensees shall inure solely to the benefit of the Licensor. Notwithstanding the foregoing, in the event that a Licensee or any of their Permitted Sublicensees is deemed to own any rights in the Licensed Trademarks, such Licensee hereby assigns, and shall cause its Permitted Sublicensees to assign, such rights to the Licensor.
Right, Title, and Interest. Borrower and the Guarantors have, or will have, good and marketable right, title and interest in and to all their property including all the real and personal property (such real and personal property being referred to herein as the "Property") described in this Agreement and the Exhibits hereto, free and clear of all liens and encumbrances, except such liens and encumbrances, if any, reflected in the financial statements of the Borrower and the Guarantors heretofore delivered to the Bank.
Right, Title, and Interest. The Holder is the lawful owner of the Existing Note, has good and marketable title to the Existing Note, and has all right, title, and interest in and to the Existing Note. The Existing Note is free and clear of all liens, encumbrances, equities, security interests, and any other claims whatsoever. No third-party has any right to prevent the Holder from converting the Existing Note as contemplated by this Amendment, and no third-party has any right to receive notice of the conversion of the Existing Note as contemplated by this Amendment. The Holder is not aware of any basis for any disputes or challenges regarding the Holder’s ownership of the Existing Note and no such disputes or challenges are pending or alleged.
Right, Title, and Interest. As of the date hereof and as of immediately prior to the Closing, the Subsidiary is the lawful owner of all of the Interests, has good title to the Interests, and has all right, title, and interest in and to the Interests, free and clear of any restrictions on transfer or liens (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws or those arising under the Operating Agreement). The Subsidiary’s delivery of the Interests in accordance with the terms of this Purchase Agreement will pass full and valid title to the Interests free and clear of any liens (other than any restrictions under the Securities Act and state securities laws or those arising under the Operating Agreement).
Right, Title, and Interest. Stockholder is the lawful -------------------------- owner of the Shares and has full right, title, and interest in and to the Shares, subject to no lien, encumbrance, or preemptive right that would impair Stockholder's right or ability to transfer the Shares to the Company.
