Title and Sufficiency. Seller (i) owns the entire right, title and interest in and to the Transferred Intellectual Property other than the Licenced Intellectual Property, free and clear of any Encumbrances other than Permitted Encumbrances, and (ii) has the right to use the Licenced Intellectual Property in the manner and for the purposes that they presently use it.
Title and Sufficiency. Seller is the true and lawful owner, and has good title to, all of the Assets, free and clear of all security interests, liens or encumbrances of any kind. Seller represents and warrants to Buyer that, upon the Closing, Buyer will become the true and lawful owner of, and will receive good title to, the Assets, free and clear of all security interests, liens and encumbrances of any kind. The Assets to be sold, transferred, assigned, conveyed, delivered, licensed or sublicensed by Seller to Buyer at the Closing constitute all of the rights, assets and intellectual property licensed, controlled, owned or held by the Seller and/or its Affiliates, or to which Seller and/or its Affiliates have rights, relating to and/or necessary for the development, marketing and sale of the Product in the Territory.
Title and Sufficiency. (a) Seller is the sole and exclusive legal and beneficial, and with respect to the Intellectual Property Registrations, record, owner of all right, title, and interest in and to the Intellectual Property Assets, and has the valid and enforceable right to use all other Intellectual Property used or held for use in or necessary for the conduct of the Business as currently conducted and as proposed to be conducted, in each case, free and clear of all Encumbrances. The Intellectual Property Assets and Intellectual Property licensed under the Intellectual Property Agreements is all of the Intellectual Property necessary to operate the Business as presently conducted or proposed to be conducted.
(b) Seller has entered into binding, valid and enforceable, written Contracts with each current and former employee and independent contractor who is or was involved in or has contributed to the invention, creation, or development of any Intellectual Property during the course of employment or engagement with Seller whereby such employee or independent contractor (A) acknowledges Seller's exclusive ownership of all Intellectual Property invented, created, or developed by such employee or independent contractor within the scope of his or her employment or engagement with Seller; (B) grants to Seller a present, irrevocable assignment of any ownership interest such employee or independent contractor may have in or to such Intellectual Property, to the extent such Intellectual Property does not constitute a "work made for hire" under applicable Law; and (C) irrevocably waives any right or interest, including any moral rights, regarding any such Intellectual Property, to the extent permitted by applicable Law. Seller has provided Buyer with true and complete copies of all such Contracts.
(c) All assignments and other instruments necessary to establish, record, and perfect Seller's ownership interest in the Intellectual Property Registrations have been validly executed, delivered, and filed with the relevant Governmental Authorities and authorized registrars.
(d) Neither the execution, delivery, or performance of this Agreement, nor the consummation of the transactions contemplated hereunder, will result in the loss or impairment of or payment of any additional amounts with respect to, or require the consent of any other Person in respect of, the Buyer's right to own or use any Intellectual Property Assets or Licensed Intellectual Property in the conduct of the Business as cur...
Title and Sufficiency. (i) The Corporation and its Subsidiaries own or have sufficient right to all Intellectual Property used in the operation, conduct and maintenance of the Business as the Business is currently and has historically been operated, conducted or maintained and each item of such Intellectual Property will be owned or available for use by the Corporation and its Subsidiaries on identical terms and conditions immediately after, and after giving effect to, the Closing without the need for any further right, license, permission or consent in respect thereof and the consummation of the Acquisition will not impair, alter or limit in any way such ownership or rights.
(ii) Except as disclosed in Section 3.41 of the Disclosure Letter, the Corporation or a Subsidiary thereof owns and has the exclusive legal and beneficial right, title and interest in its own name in and to the Corporate Intellectual Property, free and clear of any Encumbrances, and none of the Corporate Intellectual Property has been licensed from or to a Third Party.
(iii) Except as disclosed in Section 3.41 of the Disclosure Letter, the Corporate Intellectual Property is sufficient for the operation, conduct and maintenance of the Business as such Business is currently and has historically been operated, conducted or maintained and no additional Intellectual Property Rights are required by the Corporation or its Subsidiaries.
(iv) There are no royalty payments, license fees or other sums payable to or by the Corporation or any of its Subsidiaries and there are no consents, permissions or approvals required by the Corporation or any of its Subsidiaries in respect of the use or any dealing with any of the Corporate Intellectual Property, or to maintain or renew any registrations or applications for registration in relation thereto or the operation, conduct and maintenance of the Business as such Business is currently and has historically been operated, conducted or maintained , except for renewal fees in the Ordinary Course or as otherwise listed in Section 3.41 of the Disclosure Letter.
(v) Except as disclosed in Section 3.41 of the Disclosure Letter, the Corporation or a Subsidiary thereof has the exclusive right to use and otherwise exploit the Corporate Intellectual Property in all jurisdictions in which it is currently or has historically been used or otherwise exploited and there are no prohibitions or restrictions on the use or other exploitation by the Corporation and its Subsidiaries of the Corpor...
Title and Sufficiency. Except as set forth in Section 4.17(b) of the Company Disclosure Letter, the Company owns the entire right, title and interest in and to all Owned Intellectual Property (including, without limitation, the items listed in Section 4.17(a)(i) of the Company Disclosure Letter) free and clear of all Liens and restrictions other than Permitted Liens, and has the right to use all Owned Intellectual Property without payment to any third party and all Licensed Intellectual Property in accordance with the respective license terms.
Title and Sufficiency. Seller has good and marketable title to all of the Purchased Assets (except Permitted Encumbrances). At Closing, Seller will transfer to Buyer good and marketable title to all of the Purchased Assets subject to no Encumbrances (except Permitted Encumbrances).
Title and Sufficiency. 12 3.8 List of Properties, Contracts, etc.............................12 3.9 Contracts......................................................13 3.10
Title and Sufficiency. 24 4.7 Contracts......................................................24 4.8 Customers......................................................24 4.9 Employees......................................................25 4.10 Absence of Changes or Events...................................25 4.11
Title and Sufficiency. (a) CNS has, and will convey to Purchaser at Closing, good and valid title to all of the CNS Assets, free and clear of any Liens; (b) all CNS Assets owned or leased by CNS and used or held for use in the Business are in the possession or under the control of CNS, are suitable for the purposes for which they are currently being used, and are of a condition, nature and quantity sufficient for the conduct of the Business as it is presently conducted; and (c) the Assets and the Excluded Assets constitute all of the assets used in the Business and the CN Business.
Title and Sufficiency. Except as described in the Disclosure Statement: (a) Xxxxxxx Neurosurgical has, and will convey to Purchaser at Closing, good and valid title to all of the Xxxxxxx Neurosurgical Assets, free and clear of any Liens; (b) all Xxxxxxx Neurosurgical Assets owned or leased by Xxxxxxx Neurosurgical and used or held for use in the CN Business are in the possession or under the control of Xxxxxxx Neurosurgical, are suitable for the purposes for which they are currently being used, and are of a condition, nature and quantity sufficient for the conduct of the CN Business as it is presently conducted; and (c) the Assets and the Excluded Assets constitute all of the assets used in the Business and the CN Business.
