Example ContractsClausesOwnership of Property
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Each Loan Party and each of its Subsidiaries has 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 its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Ownership of Property. The Company and each of its Subsidiaries has good and marketable title as to all real property owned by it and good title to all assets and properties owned by the Company and such Subsidiary in the conduct of its businesses, whether such assets and properties are real or personal, tangible or intangible, including assets and property reflected in the most recent balance sheet contained in the Company’s Reports or acquired subsequent thereto (except to the extent that such assets and properties have been disposed of in the ordinary course of business, since the date of such balance sheet), subject to no encumbrances, liens, mortgages, security interests or pledges, except # those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to the Federal Home Loan Bank, inter-bank credit facilities, reverse repurchase agreements or any transaction by the Bank acting in a fiduciary capacity, # statutory liens for amounts not yet delinquent or which are being contested in good faith and # such as do not, individually or in the aggregate, materially and adversely affect the value of such property and do not materially and adversely interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries. The Company and each of its Subsidiaries, as lessee, has the right under valid and existing Leases of real and personal properties that are material to the Company or such Subsidiary, as applicable, in the conduct of its business to occupy or use all such properties as presently occupied and used by it. Such existing Leases and commitments to Lease constitute or will constitute operating Leases for both tax and financial accounting purposes except as otherwise disclosed in the Company’s Reports and the Lease expense and minimum rental commitments with respect to such Leases and Lease commitments are as disclosed in all material respects in the Company’s Reports.

Ownership of Mortgaged Property. Each Borrower hereby represents, warrants and covenants that as of the Closing Date, such Borrower will own the working interests, royalty interests and net revenue interests in the oil and gas leasehold estate for the Mortgaged Property covered by the Mortgage as represented to Bank and free and clear of all Liens, except Liens arising under this Agreement.

. The , the and each has 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 its business, except for such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the , the and the Consolidated Entities is subject to no Liens, other than Liens permitted by [Section 7.01].

Ownership of Property; Liens. Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, all real and personal property and intellectual property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of Borrower is subject to no Liens, other than Liens permitted by [Section 5.02(a)].

Any Intellectual Property conceived, developed, or created solely by an employee of Seller or any of its Affiliates seconded to the Partnership, whether or not yet in use by the Partnership, shall be solely owned by the Partnership. Seller and its Affiliates hereby agree # to assign ownership of all such Intellectual Property, to the extent possible, # to use reasonable efforts to facilitate assignment by the employee, and # not to challenge the ownership or inventorship of such Intellectual Property. Seller, its Affiliates, and any employees of Seller or any of its Affiliates who are deemed inventors shall cooperate fully with the Partnership in connection with the Partnership’s efforts to secure any new patent rights relating to such Intellectual Property, including but not limited to the execution of any necessary and proper oaths, declarations, assignments or affidavits relating to any patent applications required: # for the filing or prosecution of any original applications, divisionals, continuations or continuation-in-part applications; or # in connection with the reissue or extension of any patent that may be granted on an invention Seller, its Affiliates, and any employees of Seller or any of its Affiliates who are deemed inventors shall also take any other related actions that the Partnership may deem necessary or expedient, and that will vest all rights in those patents to the Partnership. Neither Seller nor its Affiliates will challenge the ownership or inventorship of any of the Intellectual Property transferred pursuant to this [Section 4.7(a)].

Each Consolidated Party has 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 its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Consolidated Parties is subject to no Liens, other than Liens permitted by [Section 7.01].

Ownership. It is the legal owner, beneficial owner, and/or the investment advisor or manager for such legal or beneficial owner or discretionary account of such legal or beneficial owner of a Claim against and/or Equity Interest in the Debtors.

Ownership. Caribou shall own and retain all rights, title and interest in and to the Technology. shall assign and hereby assigns to Caribou any and all rights, title and interest it may have in and to the Technology, subject to the license set forth in [Section 5.3(a)] below.

Return Of Company Property; Ownership of Intellectual Property Rights. You agree that on or before termination of your employment for any reason with the Company or any Related Company, you shall return to the Company all property owned by the Company or any Related Company or in which the Company or any Related Company has an interest or to which the Company or any Related Company has any obligation, including any and all files, documents, data, records and any other non-public information (whether on paper or in tapes, disks, memory devices, or other machine-readable form), office equipment, credit cards, and employee identification cards. You acknowledge that the Company (or, as applicable, a Related Company) is the rightful owner of, and you hereby do grant and assign, all right, title and interest in and to any programs; ideas, inventions and discoveries (patentable or unpatentable); works of authorship, data, information, and other copyrightable material; and trademarks that you may have originated, created or developed, or assisted or participated in originating, creating or developing, during your period of employment with the Company or a Related Company, including all intellectual property rights in or based on the foregoing, where any such origination, creation or development # involved any use of Company or Related Company time, information or resources, # was made in the exercise of any of your duties or responsibilities for or on behalf of the Company or a Related Company, or # was related to # the Company’s or a Related Company’s past, present or future business, or # the Company’s or a Related Company’s actual or demonstrably anticipated research, development or procurement activities. You shall at all times, both before and after termination of your employment, cooperate with the Company (or, as applicable, any Related Company) and its representatives in executing and delivering documents requested by the Company or a Related Company, and taking any other actions, that are necessary or requested by the Company or a Related Company to assist the Company or any Related Company in patenting, copyrighting, protecting, registering, or enforcing any programs; ideas, inventions and discoveries (patentable or unpatentable); works of authorship, data, information, and other copyrightable material; trademarks; or other intellectual property rights, and to vest title thereto solely in the Company (or, as applicable, a Related Company).

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