Ownership and Encumbrances. Borrower is the sole owner of the whole of the Vessel free and clear of all Encumbrances except Permitted Encumbrances, and is lawfully possessed of the Vessel and warrants and shall defend its title to and possession thereof and every part thereof for the benefit of Lender against the claims and demands of all persons whomsoever. No Encumbrances shall exist hereafter against the Vessel except for Permitted Encumbrances, and none of Borrower or the master of the Vessel nor any other Persons have or shall have any right or authority to create, incur or permit to be placed or imposed upon the Vessel, or any part of any of the Vessel, any Encumbrance whatsoever other than Permitted Encumbrances. Borrower shall pay and discharge, or cause to be paid and discharged, when due and payable, from time to time, all Encumbrances on the Vessel except when the continuation of such an Encumbrance is otherwise permitted in this Agreement.
Ownership and Encumbrances. (a) Seller is the sole legal and beneficial owner of all right, title and interest, and has valid title, to all the Assigned Patents (including all rights to sxx and collect damages for past, present and future infringement), free and clear of any Encumbrances, except as set forth in Exhibit C (“Encumbrances”), attached hereto and incorporated herein. Except as set forth in Exhibit C, upon transfer of the Assigned Patents from Seller to Purchaser hereunder, none of the Assigned Patents will be subject to any restrictions with respect to the transfer or licensing of such Patents or is subject, or will be subject, to any Encumbrance as a result of any facts, circumstances or agreements existing before the Effective Date. To the extent any exceptions to the foregoing are listed on Exhibit C, such exhibit includes a complete and accurate list and description of all Encumbrances, including, but not limited to, any relevant dates and parties.
Ownership and Encumbrances. Except for the security interest granted hereunder or any Encumbrance that will be released prior to the transfer of the VLG Membership Interests pursuant to the Call Option Agreement, Pledgor (i) is the sole legal and beneficial owner of the Collateral, (ii) holds the same free and clear of all Encumbrances, and (iii) will make no assignment, pledge, hypothecation or transfer of, or create or permit to exist any security interest in or other Encumbrance on, the Collateral.
Ownership and Encumbrances. Seller is now and will remain, until the conclusion of the Closing, the lawful owner of the Water Rights and the Historic Property. To the best of Seller’s knowledge, the Water Rights are free of any liens, encumbrances and third party claims except those of Greeley. From the Effective Date of this Agreement until the Closing, Seller shall not encumber the Water Rights and the Historic Property or any interest therein in any way nor grant any property or contract right relating to the Property or any other interests without the prior written consent of Greeley.
Ownership and Encumbrances. Greeley is now and will remain, until the conclusion of the Closing, the lawful owner of the Land. To the best of Greeley’s knowledge, the Land is free of any liens, encumbrances and third party claims except those of Seller. From the Effective Date of this Agreement until the Closing, and except for the Permitted Exceptions, Greeley shall not encumber the Land or any interest therein in any way nor grant any property or contract right relating to the Land or any other interests without the prior written consent of Seller.
Ownership and Encumbrances. Lilly hereby represents that it is the owner of the Licensed Patents and the Licensed Know-How and that it has and shall maintain for the Term the full right and power to grant the licenses set forth in Sections 2.1, and 2.2 in the manner and to the extent set forth herein, free and clear of any adverse assignment or other similar encumbrances inconsistent with such commitments and grants, subject to the provisions of Article 7 and Article 8 above.
Ownership and Encumbrances. Lessor warrants and represents, upon which warranty and representation Xxxxxx has relied in the execution of this Amended Lease, that the party named herein as Lessor has good and marketable title to and is the owner of the Leased Premises in fee simple absolute; and that it has full right, authority and power to lease the Leased Premises unto Lessee for the term hereof. Lessor shall not further encumber the Leased Premises at any time throughout this Amended Lease, except as otherwise provided for herein.
Ownership and Encumbrances. Assignor is the sole beneficial owner of the Transferred Interests. Except as expressly contemplated by the Operative Agreements, Assignor has not previously sold, assigned, encumbered, transferred or conveyed, and, except as contemplated hereby, has no obligation to sell, assign, encumber, transfer or convey, any of its right, title or interest in, to or under the Transferred Interests. At the closing hereunder, Assignor will convey to Assignee all of the right, title and interest of Assignor in, to and under the Transferred Interests.
Ownership and Encumbrances. Borrower has good title, or valid leasehold interests in, all of its properties and assets, real and personal. None of the properties and assets of any Borrower are subject to any lien, encumbrance, security interest or other claim of any nature, except liens and encumbrances in favor of the Bank and existing liens and encumbrances disclosed in all financial statements mentioned in Section 5.04 or set forth on the schedule attached as Exhibit 5.09.
Ownership and Encumbrances. Title to and ownership of the Equipment is, and shall at all times remain with CARRIER, and CUSTOMER shall have no right, title or interest therein, or thereto except the right of possession and use of the Equipment pursuant to the terms of the Agreement. CUSTOMER shall not remove or deface any plate or marking on the Equipment identifying CARRIER as the owner of the Equipment or the manufacturer’s serial number. The Equipment is, and shall at all times remain personal property notwithstanding its use or manner of attachment to any other personal or real property. CUSTOMER shall keep the Equipment free and clear of any and all levi es, liens, security interests and encumbrances of any kind, and shall give CARRIER prompt notice of any attachment or judicial process affecting the Equipment.
