Title; Other Liens Clause Samples
The "Title; Other Liens" clause establishes the requirement that the property or asset in question must have clear and marketable title, free from any undisclosed or unauthorized liens, claims, or encumbrances. In practice, this means the seller or owner must ensure that no third party has a legal right or interest in the property that could interfere with the buyer’s ownership, except for those liens or encumbrances that are specifically permitted or disclosed in the agreement. This clause is essential for protecting the buyer from unexpected legal or financial obligations and ensures that the transfer of ownership is not hindered by unresolved claims.
Title; Other Liens. Except for the security interest granted to the Collateral Agent for the benefit of the Noteholders pursuant to this Agreement, the Grantor owns each of the General Assets, Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses on file or of record in any public office, except as such as have been filed in favor of the Collateral Agent pursuant to this Agreement.
Title; Other Liens. Pledgor is the legal and beneficial owner of the Collateral free and clear of any lien, security interest, option, pledge, or other charge or encumbrance created by it or any of its affiliates (and no right or option created by Pledgor or any of its affiliates to acquire the same exists in favor of any other person or entity), except for the security interest created by this Pledge Agreement.
Title; Other Liens. Some or all of the Collateral is subject to and/or encumbered by the Liens and/or claims of others.
Title; Other Liens. Except for the security interests granted to the Lender pursuant to this Agreement, the Borrower owns each of the Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests thereon. No security agreement, financing statement or other public notice with respect to all or any of the Trademarks, Patents and Licenses is on file or of record in any public office, except as such as have been filed in favor of the Lender pursuant to this Agreement and the Note Purchase Agreement.
Title; Other Liens. Except for (i) the rights of Becton, ▇▇▇▇▇▇▇▇▇ and Company ("Becton") to receive certain royalties in respect of certain products developed using certain intellectual property rights transferred by Becton pursuant to Section 8.05 of that certain Transaction Agreement, by and between Becton, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Specialty Group, LLC, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Ventures, Inc. and the Grantor, dated November 10, 2000, and (ii) the rights of ▇. ▇▇▇▇▇ Medical Inc. to certain distribution and license rights to use the Trademarks, Patents and related intellectual property rights pertaining to the Grantor's transdermal lidocaine delivery system pursuant to Section 2 of that certain License, Development and Distribution Agreement, dated September 20, 2002, the Grantor owns each of the General Assets, Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses on file or of record in any public office, except as such as have been filed in favor of the Noteholders pursuant to this Agreement. The parties acknowledge that Grantor may grant future first priority purchase money security interest in equipment to secure purchase money financing of such equipment.
Title; Other Liens. Such Grantor owns, leases or has valid rights to use all presently existing Collateral, and will acquire or lease or otherwise have valid rights to use all hereafter acquired Collateral pledged by such Grantor free and clear of any Lien, except for the Permitted Liens. No effective financing statement or other instrument similar in effect covering all or any part of the Collateral is, or will be, on file in any recording office, except (i) in connection with this Security Agreement or the other Loan Documents, (ii) in connection with any Permitted Liens or (iii) for which satisfactory releases have been received by the Administrative Agent.
Title; Other Liens. Except with respect to the security interest granted to the Collateral Agent pursuant to this Agreement, the Grantors own each of their respective General Assets, Trademarks, Patents and Licenses free and clear of any and all liens, claims, mortgages, encumbrances or security or adverse interests of any nature whatsoever.
Title; Other Liens. Except for (i) the security interest granted to the Collateral Agent pursuant to this Agreement, (ii) the first lien and security interest that is held by the Senior Lender to secure the repayment of the Senior Debt, which shall have priority over the security interest granted to the Collateral Agent pursuant to this Agreement, the Grantor owns each of the General Assets, Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses free and clear of any and all liens, claims or security or adverse interests to all or any of the Trademarks, Patents and Licenses on file or of record in any public office.
Title; Other Liens. Except with respect to any security interest granted to the Senior Collateral Agent in connection with the Senior Notes and the security interest granted to the Collateral Agent pursuant to this Agreement, the Grantors own each of their respective General Assets, Trademarks, Patents and Licenses free and clear of any and all liens, claims, mortgages, encumbrances or security or adverse interests of any nature whatsoever.
Title; Other Liens. Except for Permitted Liens and Liens granted in favor of the Senior Agent in connection with the Senior Credit Agreement, the Grantors own each item of the Collateral that they purport to own free and clear of any and all Liens or claims of others. As of the Closing Date (or the date such Grantor joins this Agreement as it relates to such Grantor), no financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except filings evidencing Permitted Liens and filings for which #32619088 v1 termination statements have been delivered to Lender or filings evidencing the Liens granted in favor of the Senior Agent in connection with the Senior Credit Agreement.