Title and Validity Sample Clauses

Title and Validity. Licensor hereby represents and warrants that it is the sole owner of all right, title and interest in and to the Licensor Patent and Trademark Rights. To Licensor's knowledge, there are no claims or suits challenging Licensor's ownership or right to use the Licensor Patent and Trademark Rights, or alleging that any of the Licensor Patent and Trademark Rights infringe any rights of any third party, nor does there exist any basis therefor. To Licensor's knowledge, it is not necessary for Licensee to obtain any royalty bearing licenses from any third party in order to fully exercise the rights granted by Licensor hereunder. Licensor has no knowledge of any fact that casts substantial doubt on the validity of any of the Licensor Patent and Trademark Rights as of this date.
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Title and Validity. Company acknowledges the Trademarks are the sole and exclusive property of NIBCO. Company has not acquired by this Agreement any interest in the Trademarks adverse to the rights of NIBCO, other than the licensed rights stated in this Agreement.
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Title and Validity. The Licensor: (i) is the owner of a bona fide, valid and enforceable year exclusive world-wide license to exploit the Licensed Property, which license terminates on or about December 31, 2035 and, which license includes the right to sub-license such Licensed Property for various territories to third parties selected by Licensor in its sole discretion and without need for approval from or consent of its own licensor; and, is satisfied, having performed requisite due diligence, that the licensor of the Licensed Property to it is the owner of all Intellectual Property Rights in the Licensed Property; and, (ii) has the right to license the Licensed Property and the Customized Licensed Property to the Licensee free and clear of any Liens, and the Licensed Property and the Customized Licensed Property are hereby licensed to the Licensee free and clear of any Liens.
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Title and Validity. The Company has good and valid title to all of the assets owned by the Company which are part of the Collateral. The Company has not granted any other party any lien or security interest in or to the Collateral. The Security Agreement creates a valid and subsisting first-priority security interest and lien against the Collateral in favor of Secured Party.
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Title and Validity. Seller: (i) is the legal and beneficial owner of the Purchased Assets and has the exclusive right to sell, assign, use and grant the right to others, as applicable to use the Purchased Assets in the United States; (ii) has the right to transfer the Purchased Assets to Purchaser free and clear of any Liens; (iii) confirms that all applications in the United States for the Trademarks are valid and subsisting; (iv) has, and to the Knowledge of Seller all of the predecessors in title to the Trademarks have, maintained direct or indirect control over the character and quality of the wares and services in association with which the Trademarks have been used so that the Trademarks have not lost their distinctiveness anywhere in the United States; and (v) confirms that sufficient public notice has been given that Seller is the owner in the United States of the Trademarks;
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Title and Validity. The Partnership is the sole owner of all right, title and interest in and to the Patents. Except for such Patents, there are no patents issued or, to the Partnership's knowledge, other patent applications filed in any country covering any of the Technology, except for patents owned or filed by or specifically licensed to the Partnership or any of its Affiliates. the Partnership has no knowledge of any fact which casts substantial doubt on the validity of any of the Patents Rights as of this date.
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Title and Validity. Debtor has good and valid title to all of the assets owned by the Debtor which are part of the Collateral. Debtor has not granted any other party any lien or security interest in or to the Collateral. The Security Agreement creates a valid and subsisting first-priority security interest and lien against the Collateral in favor of Secured Party.
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Related to Title and Validity

  • Authorization and Validity This Agreement and each promissory note, contract, instrument and other document required hereby or at any time hereafter delivered to Bank in connection herewith (collectively, the "Loan Documents") have been duly authorized, and upon their execution and delivery in accordance with the provisions hereof will constitute legal, valid and binding agreements and obligations of Borrower or the party which executes the same, enforceable in accordance with their respective terms.

  • Execution, Delivery and Enforceability This Amendment and the Consent have been duly executed and delivered by each Loan Party which is a party thereto and are the legal, valid and binding obligations of such Loan Party, enforceable in accordance with their terms, except as enforceability may be affected by applicable bankruptcy, insolvency, and similar proceedings affecting the rights of creditors generally, and general principles of equity. The Agent’s Liens in the Collateral continue to be valid, binding and enforceable first priority Liens which secure the Obligations.

  • Governing Law; Validity The interpretation, construction and performance of this Agreement shall be governed by and construed and enforced in accordance with the internal laws of the State of Illinois without regard to the principle of conflicts of laws. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, which other provisions shall remain in full force and effect.

  • Effect of Partial Invalidity The invalidity of any portion of this Agreement shall not affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall remain in full force and effect.

  • Due Execution; Enforceability The Transaction Documents have been or will be duly executed and delivered by Seller, for good and valuable consideration. The Transaction Documents constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms subject to bankruptcy, insolvency, and other limitations on creditors’ rights generally and to equitable principles.

  • Authority; Execution and Delivery; Enforceability The Company has all requisite corporate power and authority to execute and deliver this Agreement, to perform its covenants, obligations and agreements under this Agreement and, subject to obtaining the Company Stockholder Approval, to consummate the Merger. The Company Board has adopted each of the Board Actions, including the Company Board Recommendation, at a meeting duly called at which all of the members of the Company Board were present; provided that any Company Adverse Recommendation Change made in accordance with this Agreement shall not be a breach of the representation in this Section 3.04. Such resolutions have not been amended or withdrawn as of the date of this Agreement. Except for the receipt of the Company Stockholder Approval, the filing of the Proxy Statement in preliminary and definitive forms, any other Filing with the SEC in respect of the Merger required under applicable Law, including the Exchange Act or the Securities Act, the Certificate of Merger and any other documents as required by the DGCL, no other corporate proceedings on the part of the Company are necessary to authorize, adopt or approve this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement. The Company has duly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by Parent and Merger Sub, this Agreement constitutes the Company’s legal, valid and binding obligation, enforceable against the Company in accordance with its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other Laws relating to or affecting creditors’ rights generally and applicable Law governing specific performance, injunctive relief and other equitable remedies (whether considered in a proceeding in equity or at law) (the “Bankruptcy and Equity Exceptions”).

  • Legal validity Subject to any general principles of law limiting its obligations and referred to in any legal opinion required under this Agreement, each Finance Document to which it is a party is its legally binding, valid and enforceable obligation.

  • Authorization, Execution and Enforceability It has full limited liability company power and authority to execute and deliver this Agreement and each other Investment Document to which it is a party, to make its respective Equity Capital Contributions and to consummate the transactions contemplated hereunder and thereunder. The execution and delivery by it of this Agreement and each other Investment Document to which it is a party and the consummation by it of the transactions contemplated hereunder and thereunder, have been duly authorized by all necessary limited liability company action. This Agreement and each other Investment Document to which it is a party has been duly executed and delivered by it. This Agreement and each other Investment Document to which it is a party constitute its valid and binding obligation, enforceable against it in accordance with its respective terms except as such terms may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally or (ii) general principles of equity, whether considered in a proceeding in equity or at law.

  • Authorization; Validity The execution, delivery and performance of this Agreement and the other Transaction Documents have been duly and validly authorized by the Board of Directors of Buyer. This Agreement has been duly and validly executed and delivered by Buyer and (assuming the valid execution and delivery of this Agreement by Seller) constitutes a legal, valid and binding agreement of Buyer enforceable against it in accordance with its terms.

  • Authorization, Validity and Enforceability The execution, delivery and performance of all Loan Documents executed by Borrower are within Borrower’s powers, have been duly authorized, and are not in conflict with Borrower’s certificate of incorporation or by-laws, or the terms of any charter or other organizational document of Borrower, as amended from time to time; and all such Loan Documents constitute valid and binding obligations of Borrower, enforceable in accordance with their terms (except as may be limited by bankruptcy, insolvency and similar laws affecting the enforcement of creditors’ rights in general, and subject to general principles of equity).

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