Title; Control; Encumbrances Clause Samples
The "Title; Control; Encumbrances" clause establishes the seller's obligation to provide the buyer with clear ownership (title) to the asset being sold, free from any third-party claims or legal restrictions (encumbrances). In practice, this means the seller must ensure that no liens, mortgages, or other interests exist on the asset that could interfere with the buyer's use or control after the transaction. This clause is essential for protecting the buyer, as it guarantees that they will receive full and unencumbered rights to the asset, thereby preventing future disputes or losses related to hidden claims.
Title; Control; Encumbrances. Dimension has not granted any Third Party any rights under any Licensed Patents in existence as of the Effective Date, and to Dimension’s knowledge, all Licensed Know-How in existence as of the Effective Date is free and clear from any mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or claims of any kind (subject to the rights retained by ReGenX in the ReGenX Agreement). Dimension has the full and legal rights and authority to license to Bayer the Licensed Technology in the manner set forth in this Agreement;
Title; Control; Encumbrances. ATL is:
(i) the sole owner, or the exclusive licensee, in respect of Exploitation in the Field throughout the Territory for the Purpose, of the entire right, title and interest in and to all Licensed Patents in existence as of the Start Date, and has not granted, assigned or conveyed to any Third Party any rights under any Licensed Patents in existence as of the Start Date that would be inconsistent with the rights granted to Cortendo under this agreement; and
(ii) to ATL’s Knowledge, ATL is the sole owner of the entire right, title and interest in and to all Other ATL Rights in existence as of the Start Date, and has not granted, assigned, or conveyed to any Third Party any rights under any Other ATL Rights in existence as of the Start Date that would be inconsistent with the rights granted to Cortendo under this agreement, in each case, free and clear from any mortgages, pledges, liens, security interests, conditional and instalment sale agreements, encumbrances, charges or claims of any kind.