Title, Validity and Enforceability Sample Clauses

Title, Validity and Enforceability. (i) The Company or its Subsidiaries exclusively own all right, title, and interest to and in the Company Intellectual Property free and clear of all Encumbrances (other than Permitted Encumbrances and non-exclusive licenses granted in the ordinary course of business) and (ii) the Company or its Subsidiary has the exclusive right to bring infringement actions with respect to the Company Intellectual Property. As of the date of this Agreement, neither the Company nor any Subsidiary has: (A) transferred full or partial ownership of, or granted any exclusive license with respect to, any Intellectual Property that are or, as of the time of such transfer or exclusive license were, Company Intellectual Property, to any other Person; or (B) permitted Company Intellectual Property that are or, were at the time, material to enter into the public domain. All Company Registered Intellectual Property is subsisting, enforceable, and, to the Knowledge of Seller, valid (except with respect to applications, which are validly applied for) and in full force and effect. The Business Intellectual Property is all of the material Intellectual Property necessary for the operation of the Business as currently conducted.

Title, Validity and Enforceability. Wein▇▇▇▇▇ ▇▇ the direct and beneficial owner of each of the Pledged Shares and has the full power and authority to grant to KLT the security interest in the Pledged Shares pursuant to this Agreement. Each of the Pledged Shares has been duly and validly issued, is fully paid and nonassessable and is owned by

Title, Validity and Enforceability. The Grantor has good and valid rights in or the power to transfer the Collateral and title to the Collateral with respect to which it has purported to grant a security interest hereunder, free and clear of all liens except for liens permitted under Section 4.1.6 hereof, and has full corporate power and authority to grant to the Lender the security interest in the Collateral pursuant hereto. The execution and delivery by the Grantor of this Security Agreement has been duly authorized by proper corporate proceedings, and this Security Agreement constitutes a legal, valid and binding obligation of the Grantor and creates a security interest which is enforceable against the Grantor in all Collateral it now owns or hereafter acquires. When financing statements have been filed in the appropriate offices against Grantor in the locations listed on Exhibit A, the Lender will have a fully perfected first priority security interest in the Collateral in which a security interest may be perfected by filing, subject only to liens permitted under Section 4.1.6 hereof.

Title, Validity and Enforceability. The Company solely and exclusively owns all right, title, and interest to and in the Company Owned IP free and clear of all Liens (other than Permitted Liens). All Company Registered IP is valid, subsisting, and (except with respect to applications, which are validly applied for) enforceable. The Company (and not any of its Subsidiaries) is, and has always been, the beneficial and legal owner of all right, title and interest in and to all Company IP for all economic and Tax purposes. All of the Company IP is, and has always been, located in the United States for all Tax purposes. All Company IP created, conceived or developed by employees of, or otherwise created, conceived or developed by or on behalf of, any Subsidiary of the Company was created, conceived, developed or acquired on behalf of the Company pursuant to an intercompany agreement and was assigned to the Company immediately upon the creation, conception, development or acquisition of Company IP by such Subsidiary.