Free and Clear of Encumbrances Clause Samples

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Free and Clear of Encumbrances. Seller is the beneficial owner of the Shares and will transfer to Buyer on the Closing Date good marketable title to the Shares free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.
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Free and Clear of Encumbrances. Holding is the beneficial owner of the Transferred Shares and has good marketable title to the Transferred Shares, subject to the terms of the Escrow Agreement, free and clear of any liens, claims, security interests, options, charges or any other encumbrance whatsoever.
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Free and Clear of Encumbrances. All Shares sold pursuant to the terms of this Agreement shall be free of any and all liens and encumbrances and accompanied by stock powers duly endorsed in blank. At the Shareholder’s option, Shares may be held in book entry at the transfer agent.
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Free and Clear of Encumbrances. Except as set forth in Section 5.14(c) of the Disclosure Schedule, (i) each of the Intellectual Property Assets including all the Intellectual Property Registrations, is free and clear of Liens except for Permitted Liens, (ii) without limiting the foregoing, no funding, facilities, or personnel of any Governmental Authority or any public or private university, college, or other educational or research institution were used, directly or indirectly, to develop or create, in whole or in part, any Intellectual Property Assets; (iii) the Sellers or Transferred Companies are the exclusive owners of all the Intellectual Property Assets (including all improvements, derivative works, modifications, translations and alterations thereof); (iv) each Selling Company has obtained from each employee or any other Person that has developed any Intellectual Property Asset by or on behalf of such Selling Company a valid and enforceable assignment sufficient to irrevocably transfer any and all such Intellectual Property Assets (including the right to seek past and future damages with respect thereto) to such Selling Company; (v) none of the Sellers or any Transferred Company owes any royalties or payments to any third party, for using or licensing to others any of the Intellectual Property Assets; and (vi) neither the Sellers nor any Transferred Company is, or has ever been a member or promoter of, or a contributor to any industry standards body or similar organization that could require or obligate the Sellers or any Transferred Company to disclose, or to grant or offer to any other Person any license or right to, any Intellectual Property Asset. To the knowledge of the Sellers, none of the employees who developed any Intellectual Property Asset on behalf of any of the Sellers or Transferred Companies has entered into any agreement relating to the prohibition or restriction of competition or solicitation of customers, or any other similar restrictive agreement or covenant, whether written or oral, with any Person which would materially inhibit performance of their duties.
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Free and Clear of Encumbrances. Except as set forth on Schedule 4.14(c), (i) the Owned Intellectual Property is free and clear of any third-party ownership interests or Liens, other than Permitted Liens and Liens that will be released at Closing, (ii) no funding of any Governmental Authority or of any public or private university, college, or other educational or research institution were used to develop or create any Owned Intellectual Property; and (iii) the Target Company or a Target Subsidiary is the exclusive owner of each item of Owned Intellectual Property. Except for any Permitted Liens and Liens that will be released at Closing, no Target Company or Target Subsidiary owes or will owe any royalties or other payments to any third Person for the use, development licensing, or sale of any Owned Intellectual Property.
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Related to Free and Clear of Encumbrances

  • Taxes; Encumbrances At its option, the Collateral Agent may discharge past due taxes, assessments, charges, fees, Liens, security interests or other encumbrances at any time levied or placed on the Collateral and not permitted pursuant to Section 6.02 of the Credit Agreement, and may pay for the maintenance and preservation of the Collateral to the extent any Grantor fails to do so as required by the Credit Agreement or this Agreement, and each Grantor jointly and severally agrees to reimburse the Collateral Agent on demand for any payment made or any expense incurred by the Collateral Agent pursuant to the foregoing authorization; provided, however, that nothing in this Section 4.06 shall be interpreted as excusing any Grantor from the performance of, or imposing any obligation on the Collateral Agent or any Secured Party to cure or perform, any covenants or other promises of any Grantor with respect to taxes, assessments, charges, fees, liens, security interests or other encumbrances and maintenance as set forth herein or in the other Loan Documents.

  • Release of Encumbrances The Company shall have filed (where necessary) ----------------------- and delivered to Buyer all documents necessary to release the Assets from all Encumbrances which documents shall be in a form reasonably satisfactory to Buyer's counsel.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Title to Properties; Encumbrances Part 3.6 of the Disclosure Letter contains a complete and accurate list of all real property, leaseholds, or other interests therein owned by any Acquired Company. [Sellers have delivered or made available to Buyer copies of the deeds and other instruments (as recorded) by which the Acquired Companies acquired such real property and interests, and copies of all title insurance policies, opinions, abstracts, and surveys in the possession of Sellers or the Acquired Companies and relating to such property or interests.] The Acquired Companies own (with good and marketable title in the case of real property, subject only to the matters permitted by the following sentence) all the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that they purport to own [located in the facilities owned or operated by the Acquired Companies or reflected as owned in the books and records of the Acquired Companies], including all of the properties and assets reflected in the Balance Sheet and the Interim Balance Sheet (except for assets held under capitalized leases disclosed or not required to be disclosed in Part 3.6 of the Disclosure Letter and personal property sold since the date of the Balance Sheet and the Interim Balance Sheet, as the case may be, in the Ordinary Course of Busine ss), and all of the properties and assets purchased or otherwise acquired by the Acquired Companies since the date of the Balance Sheet (except for personal property acquired and sold since the date of the Balance Sheet in the Ordinary Course of Business and consistent with past practice) [, which subsequently purchased or acquired properties and assets (other than inventory and short-term investments) are listed in Part 3.6 of the Disclosure Letter]. All material properties and assets reflected in the Balance Sheet and the Interim Balance Sheet are free and clear of all Encumbrances and are not, in the case of real property, subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except, with respect to all such properties and assets, (a) mortgages or security interests shown on the Balance Sheet or the Interim Balance Sheet as securing specified liabilities or obligations, with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (b) mortgages or security interests incurred in connection with the purchase of property or assets after the date of the Interim Balance Sheet (such mortgages and security interests being limited to the property or assets so acquired), with respect to which no default (or event that, with notice or lapse of time or both, would constitute a default) exists, (c) liens for current taxes not yet due, and (d) with respect to real property, (i) minor imperfections of title, if any, none of which is substantial in amount, materially detracts from the value or impairs the use of the property subject thereto, or impairs the operations of any Acquired Company, and