Title; Authority. The Research Foundation represents and warrants that B&H, by virtue of New York state law, have assigned to the Research Foundation all of the rights pertaining to the Licensed Know-How licensed to BTC hereunder and that therefore the Research Foundation has the full unrestricted legal right to enter into this Agreement and to grant the licenses granted hereunder.
Title; Authority. Grantee has good title to the Warrant free and clear of any liens or encumbrances. Grantee has the legal capacity to enter into this Agreement and perform his obligations hereunder. No consent of any party is required for the execution and delivery of this Agreement by Grantee, or for the performance by Grantee of his obligations hereunder. This Agreement has been executed and delivered by and is legal, valid and binding upon Grantee and enforceable against Grantee in accordance with its terms.
Title; Authority. Grantor hereby represents, covenants and warrants as follows:
(a) The execution and performance of this Restriction by Grantor (i) will not violate any provision of law, rule or regulation or any order of any court or other agency or governmental body, and (ii) will not violate any provision of any indenture, agreement, mortgage, mortgage note, or other instrument to which Grantor is a party or by which it or the Premises is bound, and (iii) will not result in the creation or imposition of any prohibited encumbrance of any nature.
(b) Grantor will, at the time of execution and delivery of this Restriction, have good and marketable title to the Premises free and clear of any lien or encumbrance except those matters set forth on Exhibit G attached hereto. Grantor represents and warrants that it has obtained the consent of all existing mortgagees of the Premises to the execution and recording of this Restriction and to the terms and conditions hereof and the subordination of all existing mortgages to this Restriction.
Title; Authority. The Seller has the full power and authority to enter into, execute and deliver this Agreement and to consummate the transactions contemplated hereby and any instruments or agreements required herein. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The Seller has the absolute and unrestricted right, power and authority to sell to the Company all right, title and interest in and to the Series A Units and no consent or approval of any other party is required as a condition to the effective transfer of the Series A Units to the Company. The Seller is the record holder of the Series A Units and has good and marketable legal and beneficial title to the Series A Units and such Series A Units are owned by the Seller free and clear of all liens, encumbrances, restrictions and claims of every kind (collectively, “Encumbrances”) and will be transferred to the Company free and clear of all Encumbrances.
Title; Authority. Landlord warrants that it has good and marketable title to the Property and has full power and authority to enter into and execute this Agreement and the Lease.
Title; Authority. AND QUIET ENJOYMENT -------------------------------------
Title; Authority. Except for the security interests granted hereby, Debtor is the legal and equitable owner of the Stock, free and clear of all liens, security interests and encumbrances. Debtor has the full and lawful authority to pledge, assign and deliver the Collateral in the manner hereby done or contemplated.
Title; Authority. (a) Except for the Security Interest granted hereby and except for the security interests granted to Congress Financial Corporation and GATX Capital Corporation existing on the date of this Agreement (collectively, the “Permitted Liens”), each Debtor is, and as to Collateral acquired after the date hereof shall be, the absolute owner and holder of, and has good and, with respect to real property, marketable, title to, the Collateral, free and clear of all liens, security interests, charges, mortgages or encumbrances of any kind or nature whatsoever (collectively, “Liens”). All instruments, documents and chattel paper pertaining to the Accounts Receivable are or, with respect to Accounts Receivable arising after the date hereof, will be, valid and genuine and free from all Liens, except for the Permitted Liens.
(b) Each Debtor has full power and authority to grant to Secured Party the Security Interest granted herein, and the execution, delivery and performance of this Agreement is not in contravention of any charter or by-law provision of such Debtor or the Parent, or of any indenture, contract or other agreement to which such Debtor or the Parent is a party or by which its properties or assets are bound.
Title; Authority. Attached as Exhibit 6A.a is a true and complete copy of the U of A (as defined in Section 10.c) Exclusive License Agreement, dated October 3, 2005, with SenesTech (“U of A License”);
Title; Authority. (a) Except for the Security Interest granted hereby and except as set forth on EXHIBIT C attached hereto, each Debtor is, and as to Collateral acquired after the date hereof shall be, the absolute owner and holder of, and has good and, with respect to real property, marketable, title to, the Collateral, free and clear of all liens, security interests, charges, mortgages or encumbrances of any kind or nature whatsoever (collectively, "LIENS"). All instruments, documents and chattel paper pertaining to the Accounts Receivable are or, with respect to Accounts Receivable arising after the date hereof, will be, valid and genuine and free from all Liens, except for the security interests granted hereby or as otherwise disclosed on EXHIBIT C.
(b) Each Debtor has full power and authority to grant to Secured Party the Security Interest granted herein, and the execution, delivery and performance of this Agreement is not in contravention of any charter or by-law provision of such Debtor, or of any indenture, contract or other agreement to which such Debtor is a party or by which its properties or assets are bound.
