Warranties of Title Clause Samples
A Warranties of Title clause ensures that the party transferring goods or property has the legal right to do so and that the title being transferred is free from undisclosed claims or encumbrances. In practice, this means the seller guarantees to the buyer that no third party has a legal interest in the goods that would interfere with the buyer’s ownership. This clause protects the buyer from future disputes over ownership and helps allocate risk by holding the seller responsible if the title is defective or challenged.
Warranties of Title. The Permittee covenants and warrants that it is lawfully seized and possessed of the Facility and real estate described in Exhibit A, that it has good right and lawful authority to enter into this Agreement for the purposes herein expressed, and that no consent or waiver by the holder of any mortgage, deed of trust, or other security instrument, or any other person, firm, or corporation is required prior to entering into this Agreement.
Warranties of Title. The Artist represents and warrants that:
1. The Work is solely the result of the artistic effort of Artist;
2. The Work is unique and original and does not infringe upon any copyright;
3. That the Work, or a duplicate has not been accepted for sale elsewhere;
4. The Work is free and clear of any liens from any source whatsoever; and
5. Prior to final payment, Artist will furnish City with notarized statements from the fabricator, if applicable, and all other suppliers of materials used in the Work that all monies due have been paid.
Warranties of Title. Grantor warrants and guarantees that it has good and indefeasible fee simple title to the Parcel and Grantor warrants that it has full authority to grant the D/U Easement and Temporary Construction Easement, free and clear of all other claims.
Warranties of Title. 11.1.1 DCR warrants that on the Commencement Date it shall transfer, or cause to be transferred, to ▇▇▇▇ good and marketable title to the Initial Inventory free and clear of any Liens (other than inchoate tax Liens and/or as contemplated in the Intercreditor Agreement), and that it has full right and authority to transfer such title and effect delivery of such Initial Inventory to ▇▇▇▇.
11.1.2 Each Party represents and warrants to the other Party that, as of each date of delivery of Products sold hereunder to the other Party, it has good and marketable title to the Products sold and delivered pursuant to this Agreement, free and clear of any Liens (other than inchoate tax Liens) or as contemplated in the Intercreditor Agreement, and that it has full right and authority to transfer such title and effect delivery of such Products.
Warranties of Title. Artist and the Town both intend that the Artwork is and shall remain unique to the Town. Artist represents and warrants to the Town that:
1. The Artwork is solely the result of Artist’s artistic effort.
2. The Artwork is unique and original and does not infringe upon any copyright or the rights of any person;
3. The Artwork has not been sold, assigned, transferred to a third party, licensed, granted, encumbered, or accepted for sale elsewhere;
4. The Artwork shall not be reproduced in the future for display elsewhere;
5. The Artwork is free and clear of liens from any source whatsoever; and
6. Artist has not utilized the Artwork or any element thereof or any copyright related thereto which may affect or impair this Agreement or infringe upon or violate the rights of any third party. that:
Warranties of Title. The Lender may in its sole discretion disclaim any warranties of title or the like in the sale or other disposition of the Property. Such disclaimer will not be considered adversely to affect the commercial reasonableness of any sale of the Property.
Warranties of Title. Bidder warrants that it has title to and the proprietary right to provide the goods pursuant to the contract. Bidder shall at its own expense either defend or settle with the prior approval of the City, any suit, claim or action against the City based on an allegation that the goods or the use thereof constitutes a patent, copyright, trade secret or other intellectual property right infringement. Bidder shall pay all amounts assessed against the City in any suit, claim or action and shall reimburse the City for any damages, direct or consequential, incurred as a result of such suit, claim or action including the City’s attorneys fees, court costs and expenses incurred by participating in the defense or settlement thereof. In the event the goods are held to constitute an infringement in such suit, claim or action or their continued use is enjoined, Bidder shall at its own expense and at the option of the City, either: a) procure for the City the right to continue using the goods, b) replace the goods with equivalent noninfringing goods which are acceptable to the City, or c) modify the goods in a manner which is acceptable to the City, so they become noninfringing.
Warranties of Title. Mortgagor warrants that Mortgagor has and owns good and marketable fee simple title in and to the Land and the Improvements thereon and has the right to mortgage the same; that Mortgagor owns the Fixtures on the Land free and clear of all liens, claims or other encumbrances except as set forth in Schedule B, Section 2 of the title insurance commitment issued by Lawyers Title Insurance Corporation in connection with this Mortgage (the "TITLE COMMITMENT"); and that this Mortgage is a valid and enforceable lien on the Mortgaged Property of the Mortgagor, the covenants, restrictions, reservations, conditions, and easements approved by the Mortgagee. Mortgagor covenants that it shall (a) preserve such title and the validity and priority of the lien hereof and shall forever warrant and defend the same to Mortgagee against the claims of all and every person or persons, corporation or corporations and parties whomsoever claiming or threatening to claim the same or any part thereof, and (b) make, execute, acknowledge, and deliver all such further or other mortgages, documents, instruments or assurances, and cause other mortgages, documents, instruments or assurances, and cause to be done all such further acts and things as may at any time hereafter be reasonably desired or required by Mortgagee to fully protect the lien of this Mortgage.
Warranties of Title. 5.1. Zartex, Inc. represents and warrants that:
(a) Software Purchaser shall receive, pursuant to this Agreement as of the Effective Date, complete and exclusive right, title, and interest in and to all tangible and intangible property rights existing in the Software, except for those matters addressed in Section 6 of this Agreement.
(b) it has developed the Software entirely through its own efforts for its own account and that the Software is free and clear of all liens, claims, encumbrances, rights, or equities whatsoever of any third party.
(c) the Software does not infringe any patent, copyright, or trade secret of any third party;
(d) the Software is fully eligible for protection under applicable copyright law and has not been forfeited to the public domain; and that the source code and system specifications for the Software have been maintained in confidence;
(e) all personnel, including employees, agents, consultants, and contractors, who have contributed to or participated in the conception and development of the Software either (1) have been party to a work-for-hire relationship with Zartex, Inc. that has accorded Zartex, Inc. full, effective, and exclusive original ownership of all tangible and intangible property arising with respect to the Software or (2) have executed appropriate instruments of assignment in favor of Zartex, Inc. as assignee that have conveyed to Zartex, Inc. full, effective, and exclusive ownership of all tangible and intangible property thereby arising with respect to the Software;
(f) There are no agreements or arrangements in effect with respect to the marketing, distribution, licensing, or promotion of the Software by any independent salesperson, distributor, sublicensor, or other remarketer or sales organization.
Warranties of Title. 8.1.1 PBF warrants that on the Commencement Date, it shall transfer, or cause to transfer, to MSCG good and marketable title to the Initial Inventory free and clear of any Liens, and that it has full right and authority to transfer such title and effect delivery of such Product to MSCG.
8.1.2 Each Party represents and warrants to the other Party, that, as of the date of delivery of Product sold hereunder, it has good and marketable title to the Product sold and delivered pursuant to this Agreement, free and clear of any Liens, and that it has full right and authority to transfer such title and effect delivery of such Product.