Free and Clear of Encumbrances Clause Samples

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.

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.

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.

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.