ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT Sample Clauses

ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. Individual and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interest in, all of its material tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens or encumbrances except as reflected in the Individual Financials and except for liens for taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not have a Material Adverse Effect on Individual.
Sample 1Sample 2Sample 3See All (4)
AutoNDA by SimpleDocs
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. EPIX has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed, necessary for use in its business, free and clear of any liens or encumbrances except as reflected in the EPIX Financials and except for (a) liens for taxes not yet due and payable; (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the ordinary course of EPIX’s business; (c) liens relating to capitalized lease financings or purchase money financings that have been entered into in the ordinary course of business and (d) liens arising solely by the action of Predix (collectively, “Permitted Liens”). Each of the material tangible assets is in a good state of maintenance and repair, and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. NSC has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed; necessary for use in its business, free and clear of any liens or encumbrances except as. reflected in the NSC Financials and except for (a) liens for taxes not yet due and payable; (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the ordinary course of NSC's business; (c) any other liens or imperfections in NSC's title to any of its assets that, individually and in the aggregate, are not material in character or amount and do not and would not reasonably be expected to materially detract from the value or materially interfere with the existing use of any of the assets; (d) liens on goods in transit incurred in the ordinary'course of business, (e) liens for Taxes which are being contested in good faith and by appropriate proceedings, (f) liens relating to capitalized lease financings or purchase money financings that have been entered into in the ordinary course of business, (g) liens arising solely by the action of Azurel and (h) with respect to the real property leased or used by NSC (A).easements, quasi-easements, licenses, covenants, rights-of-way, and other similar restrictions, including without limitation any other agreements, conditions or restrictions, in each case, which are a matter of public record and (B) zoning, building and other similar restrictions pursuant to applicable laws (collectively, (a) through (h) are referred to as "Permitted Liens"). Each of the material tangible assets of 14SC is in a good state of maintenance and repair, and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. WEST and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used in its business, free and clear of any mortgages, liens, pledges, charges or encumbrances of any kind or character, except (i) as reflected in the WEST Financials, (ii) for liens for property taxes not yet due and payable and (iii) such imperfections of title and encumbrances, if any, which have not and could not reasonably be expected to have a Material Adverse Effect on WEST. The plants, properties and equipment of WEST and its subsidiaries that are used in the operation of their businesses are in good operating condition and repair in all material respects. All properties used in the operations of WEST and its subsidiaries are reflected in the WEST Balance Sheet to the extent required by GAAP. Section 2.14 of the WEST Disclosure Schedule identifies each parcel of real property owned or leased by WEST or any of its subsidiaries and the material terms of any such leases.
Sample 1
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. Bio-Quant has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed, necessary for use in their business, free and clear of any liens or encumbrances except as set forth in Section 2.13 of the Bio-Quant Disclosure Schedule and except for (a) liens for taxes not yet due and payable; (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the ordinary course of Bio-Quant’s business; (c) liens relating to capitalized lease financings or purchase money financings that have been entered into in the ordinary course of business and are set forth in Section 2.13 of the Bio-Quant Disclosure Schedule and (d) liens arising solely by the action of NexMed (collectively, “Bio-Quant Permitted Liens”). Each of the material tangible assets is in a good state of maintenance and repair and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. Company has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed, necessary for use in its business, free and clear of any liens or encumbrances except as reflected in the Company Financials and except for liens for taxes not yet due and payable. Each such tangible asset is in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. Parent and each of its Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed, necessary for use in its business, free and clear of any liens or encumbrances except as reflected in the Parent Financials and except for liens for taxes not yet due and payable. Each such tangible asset is in a good state of maintenance and repair, free from material defects and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1
AutoNDA by SimpleDocs
ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT. Predix and its subsidiaries have good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all material tangible properties and assets, real, personal and mixed, necessary for use in their business, free and clear of any liens or encumbrances except as reflected in the Predix Financials and except for (a) liens for taxes not yet due and payable; (b) liens which secure a payment not yet due that arises, and is customarily discharged, in the ordinary course of Predix’s or its subsidiaries’ business; (c) liens relating to capitalized lease financings or purchase money financings that have been entered into in the ordinary course of business and (d) liens arising solely by the action of EPIX (collectively, “Permitted Liens”). Each of the material tangible assets is in a good state of maintenance and repair, and in good operating condition (subject to normal wear and tear) and is suitable for the purposes for which it presently is used.
Sample 1

Related to ABSENCE OF LIENS AND ENCUMBRANCES; CONDITION OF EQUIPMENT

  • Absence of Liens and Encumbrances Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used in its business, free and clear of any liens or encumbrances except as reflected in the Company Financials and except for liens for Taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Company.

  • Title to Properties; Absence of Liens and Encumbrances (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

  • Liens and Encumbrances The Company shall not directly or indirectly make, create, incur, assume or permit to exist any assignment, transfer, pledge, mortgage, security interest or other lien or encumbrance of any nature in, to or against any part of the Pledged Property or of the Company's capital stock, or offer or agree to do so, or own or acquire or agree to acquire any asset or property of any character subject to any of the foregoing encumbrances (including any conditional sale contract or other title retention agreement), or assign, pledge or in any way transfer or encumber its right to receive any income or other distribution or proceeds from any part of the Pledged Property or the Company's capital stock; or enter into any sale-leaseback financing respecting any part of the Pledged Property as lessee, or cause or assist the inception or continuation of any of the foregoing.

  • Title to Properties; Liens and Encumbrances The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.

  • Restrictions on Liens and Encumbrances Except for the lien of this Mortgage and the Permitted Exceptions, Mortgagor shall not further mortgage, nor otherwise encumber the Mortgaged Property nor create or suffer to exist any lien, charge or encumbrance on the Mortgaged Property, or any part thereof, whether superior or subordinate to the lien of this Mortgage and whether recourse or non-recourse.

  • Title to Properties; Absence of Liens Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except those mortgages, deeds of trust, leases of personal property and security interests previously specifically consented to in writing by the Bank.

  • Title to Properties; Absence of Encumbrances Each of the Borrowers has good and marketable title to all of the material properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the Initial Financial Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances, except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might materially adversely affect any of such properties, assets or rights or the business, financial condition, assets or properties of any of the Borrowers. All such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever, except Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by any of the Borrowers and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit any of the Borrowers to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time any of the Borrowers pledge, sell, assign or transfer to the Agent or the Canadian Bank, as the case may be, any instrument, document of title, security, chattel paper or other property (including Base Inventory, Equipment, Base Accounts, contract rights, patents, trademarks, copyrights, Accounts and any other Collateral) or any proceeds or products thereof, or any interest therein, such Borrower shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Agent or the Canadian Bank, as the case may be, or in any way encumbered (other than Permitted Encumbrances and asset sales permitted under Section 6.6 hereof); and the Borrowers shall defend the same against the claims and demands of all Persons.

  • Title to Collateral; Perfection; Permitted Liens (a) Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased to Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others.

  • Permitted Encumbrances The term “Permitted Encumbrances” shall mean:

  • TITLE TO COLLATERAL; PERMITTED LIENS Borrower is now, and will at all times in the future be, the sole owner of all the Collateral, except for items of Equipment which are leased by Borrower. The Collateral now is and will remain free and clear of any and all liens, charges, security interests, encumbrances and adverse claims, except for Permitted Liens. Silicon now has, and will continue to have, a first-priority perfected and enforceable security interest in all of the Collateral, subject only to the Permitted Liens, and Borrower will at all times defend Silicon and the Collateral against all claims of others. None of the Collateral now is or will be affixed to any real property in such a manner, or with such intent, as to become a fixture. Borrower is not and will not become a lessee under any real property lease pursuant to which the lessor may obtain any rights in any of the Collateral and no such lease now prohibits, restrains, impairs or will prohibit, restrain or impair Borrower's right to remove any Collateral from the leased premises. Whenever any Collateral is located upon premises in which any third party has an interest (whether as owner, mortgagee, beneficiary under a deed of trust, lien or otherwise), Borrower shall, whenever requested by Silicon, use its best efforts to cause such third party to execute and deliver to Silicon, in form acceptable to Silicon, such waivers and subordinations as Silicon shall specify, so as to ensure that Silicon's rights in the Collateral are, and will continue to be, superior to the rights of any such third party. Borrower will keep in full force and effect, and will comply with all the terms of, any lease of real property where any of the Collateral now or in the future may be located.

Time is Money Join Law Insider Premium to draft better contracts faster.