Title to Licenses Sample Clauses

Title to Licenses. Seller has good and marketable title to the Licenses, free and clear of all Encumbrances. Upon delivery to Buyer on the Closing Date, Seller will transfer to Buyer good and marketable title to the Licenses, subject to no indebtedness or Encumbrances.
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Title to Licenses. Leap has good and marketable title to the Provo License, free and clear of all Encumbrances. Cricket has good and marketable title to the Salt Lake City License, free and clear of all Encumbrances (except for the CPAN Security Interest). Upon delivery to Buyer on the Closing Date, Cricket and Leap will transfer to Buyer good and marketable title to the Licenses, subject to no indebtedness or Encumbrances.
Sample 1
Title to Licenses. Seller has good and marketable title to all of the Licenses, free and clear of all Encumbrances, except for the FCC Note and Security Agreement relating to the Denver License. Upon delivery to Buyer on each Closing Date, Seller will transfer to Buyer good and marketable title to the respective License, subject to no Encumbrances, except for the FCC Note and Security Agreement.
Sample 1
Title to Licenses. On the Closing Date, the PhillieCo Licenses will be owned by PhillieCo1 free and clear of all Liens, except for any Permitted Liens and Liens that, individually or in the aggregate, are not material to the PhillieCo Licenses (taken as a whole).
Sample 1
Title to Licenses. On the Closing Date, the SprintCom Licenses will be owned by SprintCom free and clear of all Liens, except for any Permitted Liens and Liens that, individually or in the aggregate, are not material to the SprintCom Licenses (taken as a whole).
Sample 1
Title to Licenses. License Sub holds each of the WCS Spectrum Licenses as set forth on Schedule 1.1(b), free and clear of any Liens (other than those encumbrances and other restrictions and limitations that are imposed generally by the FCC to licenses in the same class and block of service as the WCS Spectrum Licenses), except on the date of this Agreement for the XM Agreement. License Sub is qualified under the FCC Rules and the Communications Act to hold and convey the WCS Spectrum Licenses. To the Knowledge of the Company, there are no facts or circumstances relating to the FCC qualifications of License Sub that would prevent or materially delay the FCC’s grant of the Transfer Application. None of the WCS Spectrum Licenses have been pledged as collateral for any bank loans or other instruments of indebtedness. No Person or entity other than License Sub has any right, claim or interest in or to any of the WCS Spectrum Licenses. The WCS Spectrum Licenses have been validly issued and are validly held in the name of License Sub, are in full force and effect, and have been granted by Final Order. Except for proceedings affecting licenses in the same class, service and block as the WCS Spectrum Licenses generally, there is not pending, nor to the Knowledge of the Company, threatened against the Company or against any of the WCS Spectrum Licenses, nor is the Company aware of any basis for, any application, action, petition, objection or other pleading, or any proceeding with the FCC or any other Governmental Body, having jurisdiction over License Sub which questions or contests the validity of, or seeks the revocation, forfeiture, non-renewal or suspension of, any of the WCS Spectrum Licenses, or which seeks the imposition of any modification or amendment with respect thereto, or which would adversely affect the ability of Parent to use any of the WCS Spectrum Licenses, or which seeks or would seek the payment of a fine, sanction, penalty, damages, monies or contribution in connection with any of the WCS Spectrum Licenses. There is no Order outstanding against the Company or any Affiliate or Subsidiary thereof relating to or involving the WCS Spectrum Licenses that will, or would reasonably be expected to, materially impair or otherwise materially and adversely affect the Company’s interest in and right to control and operate the WCS Spectrum Licenses free and clear of Liens and Unimpaired (other than encumbrances and other restrictions and limitations that are imposed generally...
Sample 1
Title to Licenses. 7 4.7 No Violation, Litigation or Regulatory Action................... 7 4.8 Finder Fees..................................................... 7 4.9 Orders; Contracts; Agreements................................... 8
Sample 1
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Title to Licenses. Seller is the authorized holder of the Original License, free and clear of all Encumbrances. Upon delivery to Buyer on the Closing Date, Seller will transfer to Buyer good and marketable title to the Partitioned License, subject to no indebtedness or Encumbrances.
Sample 1

Related to Title to Licenses

  • Title to Intellectual Property The Company and its subsidiaries own or possess adequate rights to use all material patents, patent applications, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) necessary for the conduct of their respective businesses; and the conduct of their respective businesses will not conflict in any material respect with any such rights of others, and the Company and its subsidiaries have not received any notice of any claim of infringement of or conflict with any such rights of others, except where the failure to own or possess such patents, trademarks, service marks, trade names, trademark registrations, service xxxx registrations, copyrights, licenses and know-how or any such conflict, would not, individually or in the aggregate, have a Material Adverse Effect.

  • Title to Properties; Licenses Each Restricted Person has good and defensible title to or valid leasehold interests in all of its material properties and assets, free and clear of all Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property unless, in each case, such failure to possess or violation has not had, and could not reasonably be expected to have, a Material Adverse Effect.

  • Title to Improvements Title to all materials, fixtures, Plans and Specifications and Shop Drawings shall be deemed vested in Owner when and as the same shall have been installed, affixed permanently to the realty or otherwise delivered to Owner. Owner shall not be liable for loss or damage to any material or fixtures as to which title is not then vested in Owner at the time of such loss or damage whether such material or fixtures are on the Job Site, in transit, under the control of Owner, or otherwise.

  • Title to Property The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(t) or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

  • Title to Units When certificates representing the securities comprising the Units shall have been duly delivered to the purchasers and payment shall have been made therefor, the several purchasers shall have good and marketable title to the Notes and Warrants and/or the Reserved Shares free and clear of all liens, encumbrances and claims whatsoever (with the exception of claims arising through the acts or omissions of the purchasers and except as arising from applicable Federal and state securities laws), and the Company shall have paid all taxes, if any, in respect of the original issuance thereof.

  • Title to Purchased Assets Seller has good and valid title to, or a valid leasehold interest in, all of the Purchased Assets. All such Purchased Assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

  • Title to Stock All shares of Common Stock delivered upon the exercise of the Warrants shall be validly issued, fully paid and nonassessable; each Warrant holder shall, upon such delivery, receive good and marketable title to the Shares, free and clear of all voting and other trust arrangements, liens, encumbrances, equities and claims whatsoever; and the Company shall have paid all taxes, if any, in respect of the issuance thereof.

  • Title to Property; Leases The Company has good and sufficient title to its Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

  • Good Title to Properties The Company and its subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in the Prospectus or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

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