Title and Validity Clause Samples
The "Title and Validity" clause defines the official name of the agreement and affirms its legal enforceability. It typically clarifies that the document's title is for reference only and does not affect the interpretation of its terms, and it confirms that the agreement is valid and binding upon the parties. This clause ensures that the contract is recognized as a legitimate legal instrument and prevents disputes over the significance of the document's title, thereby supporting the overall enforceability and clarity of the agreement.
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.
Title and Validity. Company acknowledges the Trademarks are the sole and exclusive property of NIBCO and 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.
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.
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;
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.
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.
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.