Right, Title, and Interest. Business Associate acknowledges and agrees that Covered Entity owns all right, title, and interest in and to all PHI, and that such right, title, and interest will be vested in Covered Entity. Neither Business Associate nor any of its employees, agents, consultants or assigns will have any rights in any of the PHI, except as expressly set forth above. Business Associate represents, warrants, and covenants that it will not compile and/or distribute analyses to third parties using any PHI without Covered Entity’s express written consent.
Right, Title, and Interest. Motoguzzi and the Motoguzzi Subsidiaries own or possess sufficient right, title and interest in and to, or a valid and enforceable license in or other right to use all of the Intellectual Property (as defined below) to entitle them to conduct their businesses as heretofore conducted and as presently intended to be conducted in the future, except for such of the foregoing, the absence of which would not have a Motoguzzi Material Adverse Effect. To its knowledge, Motoguzzi and the Motoguzzi Subsidiaries have not infringed, misappropriated or otherwise violated any Intellectual Property of any other person except for such of the foregoing as would not have a Motoguzzi Material Adverse Effect. To its knowledge, no person is infringing upon any Intellectual Property right of Motoguzzi and the Motoguzzi Subsidiaries except for such of the foregoing as would not have a Motoguzzi Material Adverse Effect.
Right, Title, and Interest. The Parties agree that, as between the Parties, Licensor is the sole owner of the Licensed Trademarks. Licensee agrees not to directly or indirectly challenge or contest the validity of, or Licensor’s rights in, the Licensed Trademarks (and the associated goodwill), including without limitation, arising out of or relating to any third-party claim, allegation, action, demand, proceeding or suit (“Action”) regarding enforcement of this Agreement or involving any third party. The Parties agree that any and all goodwill in the Licensed Trademarks arising from use of the Licensed Trademarks by the Licensee and their Permitted SubLicensee shall inure solely to the benefit of the Licensor. Notwithstanding the foregoing, in the event that a Licensee or any of their Permitted SubLicensee is deemed to own any rights in the Licensed Trademarks, such Licensee hereby assigns, and shall cause its Permitted SubLicensee to assign, such rights to the Licensor.
Right, Title, and Interest. 2. SHORTENED NAME OF INSTITUTION represents and warrants that all Digital Copies created or developed by or for SHORTENED NAME OF INSTITUTION will either be: (a) created by employees of SHORTENED NAME OF INSTITUTION acting within the scope of their employment as a “work made for hire” under 17 U.S.C. § 101 and who have entered into a signed, written contract assigning all other present and future right, title, and interest in such work to SHORTENED NAME OF INSTITUTION, or (b) created by contractors, consultants, advisors, students, or other collaborators with whom SHORTENED NAME OF INSTITUTION has entered into a signed, written contract, assigning all present and future right, title, and interest in such work to SHORTENED NAME OF INSTITUTION.
Right, Title, and Interest. Stockholder is the lawful -------------------------- owner of the Shares and has full right, title, and interest in and to the Shares, subject to no lien, encumbrance, or preemptive right that would impair Stockholder's right or ability to transfer the Shares to the Company.
Right, Title, and Interest. As of the date hereof and as of immediately prior to the Closing, the Subsidiary is the lawful owner of all of the Interests, has good title to the Interests, and has all right, title, and interest in and to the Interests, free and clear of any restrictions on transfer or liens (other than any restrictions under the Securities Act of 1933, as amended (the “Securities Act”) and state securities laws or those arising under the Operating Agreement). The Subsidiary’s delivery of the Interests in accordance with the terms of this Purchase Agreement will pass full and valid title to the Interests free and clear of any liens (other than any restrictions under the Securities Act and state securities laws or those arising under the Operating Agreement).
Right, Title, and Interest. The Holder is the lawful owner of the Existing Note, has good and marketable title to the Existing Note, and has all right, title, and interest in and to the Existing Note. The Existing Note is free and clear of all liens, encumbrances, equities, security interests, and any other claims whatsoever. No third-party has any right to prevent the Holder from converting the Existing Note as contemplated by this Amendment, and no third-party has any right to receive notice of the conversion of the Existing Note as contemplated by this Amendment. The Holder is not aware of any basis for any disputes or challenges regarding the Holder’s ownership of the Existing Note and no such disputes or challenges are pending or alleged.
Right, Title, and Interest. Except as provided in the Missouri Agreement or as otherwise described on Exhibit 1.36, Santarus is the sole and exclusive owner or exclusive licensee of the rights under each of the Santarus Patents granted to GSK pursuant to Section 2.1.1, and to Santarus’ knowledge, all maintenance fees and annual payments due for the Santarus Patents have been paid.
Right, Title, and Interest. By acceptance of this Agreement, Licensee acknowledges that Licensor owns all rights, title and interest to use the Certification Xxxx and that Licensee has no right, title or interest in the Certification Xxxx other than the right to use the Certification Xxxx as prescribed inthis Agreement. Licensee agrees that it will not, during the term of this Agreement, or thereafter, attack the title or any rights of Licensor in and to the Certification Xxxx, as registered or otherwise used or claimed by Licensor, or attack the validity of this Agreement or any part hereof. Further, Licensee will not do anything inconsistent with such ownership and acknowledges that all use of the Certification Xxxx has, does and shall inure to the benefit of and be on behalf of the Licensor.
Right, Title, and Interest. Such Preferred Stockholder is the lawful owner, beneficially and of record, of the Shares held by it, has good and marketable title to such Shares, and has all right, title and interest in and to such Shares. Such Preferred Stockholder has full right and authority to deliver such Shares in connection with this Agreement. Such Shares are free and clear of all liens, encumbrances, equities, security interests, and any other claims whatsoever except for the Company’s repurchase option and securities law transfer restrictions on certain of such Shares. Such Shares are not subject to any agreement, understandings, trusts, or other collaborative arrangements or understandings with any other party. No third party has any right to prevent such Preferred Stockholder from transferring such Shares as contemplated by this Agreement, and no third party has any right to receive notice of transfer of such Shares as contemplated by this Agreement. Such Preferred Stockholder’s delivery of such Shares in accordance with the terms of this Agreement will pass full and valid title to such Shares free and clear of any security interests, claims, liens and any other encumbrance. Such Preferred Stockholder is not aware of any basis for any disputes or challenges regarding such Preferred Stockholder’s ownership of such Shares or regarding such Preferred Stockholder’s sale of such Shares to the Company, and no such disputes or challenges are pending or alleged.
