Title; Authority. The Research Foundation represents and warrants that B&W, by virtue of New York state law, have assigned to the Research Foundation all of the rights pertaining to the University Know-How and the University Patents licensed to BTC hereunder and that therefore the Research Foundation has the full unrestricted legal right to enter into this Agreement and to grant the licenses granted hereunder.
Title; Authority. Grantor hereby represents, covenants and warrants as follows:
Title; Authority. Grantee has good title to the Warrant free and clear of any liens or encumbrances. Grantee has the legal capacity to enter into this Agreement and perform his obligations hereunder. No consent of any party is required for the execution and delivery of this Agreement by Grantee, or for the performance by Grantee of his obligations hereunder. This Agreement has been executed and delivered by and is legal, valid and binding upon Grantee and enforceable against Grantee in accordance with its terms.
Title; Authority. Gerut represents and warrants that he owns all of the rights pertaining to the Licensed Know-How licensed to BTC hereunder and that therefore has the full unrestricted legal right to enter into this Agreement and to grant the licenses granted hereunder.
Title; Authority. Except for the security interests granted hereby, Debtor is the legal and equitable owner of the Stock, free and clear of all liens, security interests and encumbrances. Debtor has the full and lawful authority to pledge, assign and deliver the Collateral in the manner hereby done or contemplated.
Title; Authority. (a) Except for the Security Interest granted hereby and except as set forth on EXHIBIT C attached hereto, each Debtor is, and as to Collateral acquired after the date hereof shall be, the absolute owner and holder of, and has good and, with respect to real property, marketable, title to, the Collateral, free and clear of all liens, security interests, charges, mortgages or encumbrances of any kind or nature whatsoever (collectively, "LIENS"). All instruments, documents and chattel paper pertaining to the Accounts Receivable are or, with respect to Accounts Receivable arising after the date hereof, will be, valid and genuine and free from all Liens, except for the security interests granted hereby or as otherwise disclosed on EXHIBIT C.
Title; Authority. The Seller has the full power and authority to enter into, execute and deliver this Agreement and to consummate the transactions contemplated hereby and any instruments or agreements required herein. This Agreement has been duly and validly executed and delivered by the Seller and constitutes a valid and binding obligation of the Seller, enforceable against the Seller in accordance with its terms. The Seller has the absolute and unrestricted right, power and authority to sell to the Company all right, title and interest in and to the Series A Units and no consent or approval of any other party is required as a condition to the effective transfer of the Series A Units to the Company. The Seller is the record holder of the Series A Units and has good and marketable legal and beneficial title to the Series A Units and such Series A Units are owned by the Seller free and clear of all liens, encumbrances, restrictions and claims of every kind (collectively, “Encumbrances”) and will be transferred to the Company free and clear of all Encumbrances.
Title; Authority. (i) LESSOR represents and warrants to LESSEE that, as of the Commencement Date, the only liens and encumbrances affecting LESSOR's title to the property of which the leased premises are a part shall be (x) as set forth on Schedule B of the owner's title policy to be issued by Chicago Title Insurance Policy in accordance with Commitment No. 22 0066 106 00000463, and (y) such other liens and encumbrances as LESSOR may advise LESSEE between the date hereof and the Commencement Date (none of which shall adversely affect LESSEE's rights and occupancy hereunder); and (ii) LESSEE and LESSOR each represents and warrants to the other that each person executing this Lease on such party's behalf has full right and authority to do so, and that all requisite actions and approvals have been taken or obtained, as the case may be.
Title; Authority. (a) As of the date hereof and until the consummation of the Pre-Closing Transactions, such Selling Stockholder is the record and beneficial owner of the Shares set forth opposite such Selling Stockholder's name on Schedule 3.6(a), free and clear of all Liens, other than restrictions on transfers under applicable securities laws and other Liens described in such Schedule 3.6(a). After the Pre-Closing Transactions and until the consummation of the Merger, the Selling Stockholders will be the record and beneficial owner of the Holdings Shares set forth opposite such Selling Stockholder's name on Schedule 3.6(b), free and clear of all Liens, other than restrictions on transfers under applicable securities laws. Except as set forth on Schedule 2.1, such Selling Stockholder has not granted any option or right, and is not a party to any agreement that requires or, upon the passage of time, the payment of money or occurrence of any other event, would require such Selling Stockholder to transfer any of the Shares or Holdings Shares set forth opposite such Selling Stockholder's name on Schedule 3.6(a) or (b). Such Selling Stockholder has as of the date hereof and until the consummation of the Pre-Closing Transactions, and Holdings will have after the Pre-Closing Transactions, the power and authority to sell, transfer, assign, deliver and surrender the Shares and the Holding Shares, respectively, set forth opposite such Selling Stockholder's name on Schedule 3.6(a) or (b) as provided in this Agreement.
Title; Authority. AND QUIET ENJOYMENT -------------------------------------
