Common use of Title and Contest Clause in Contracts

Title and Contest. Seller has good and marketable title to the Patents and Patent Applications, including without limitation all rights, title, and interest in the Patents and Patent Applications and the right to xxx for past, present and future infringement thereof. Seller has obtained and properly recorded previously executed assignments for the Patents and Patent Applications as necessary to fully perfect Seller’s rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Patents and Patent Applications are free and clear of all liens, mortgages, security interests or other encumbrances (not including existing licenses) and restrictions on transfer. There are no actions, suits, investigations, communications, correspondence, claims or proceedings threatened, pending or in progress relating in any way to the Patents and Patent Applications.

Title and Contest. Seller has good and marketable title to the Patents and Patent ApplicationsPatents, including without limitation all rights, title, and interest in the Patents and Patent Applications and the right to xxx for past, present and future infringement thereof. Seller has obtained and properly recorded previously executed assignments for the Patents and Patent Applications as necessary to fully perfect Seller’s rights and title therein in accordance with governing law and regulations in each respective jurisdiction. The Patents and Patent Applications are free and clear of all liens, mortgages, security interests or other encumbrances (not including existing licenseslicenses and patent covenant commitments described in Sections 5.2 and 7.1(c)) and restrictions on transfer. There are no actions, suits, investigations, communications, correspondence, claims or proceedings threatened, pending or in progress relating in any way to the Patents and Patent ApplicationsPatents. Without limiting the foregoing, there are no outstanding payments or other consideration due or owing with respect to the Patents.