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.
Appears in 5 contracts
Samples: Agreement and Plan of Reorganization (Eagle Wireless International Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)
Absence of Liens and Encumbrances. The 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 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 Company Financials and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to the Company.
Appears in 4 contracts
Samples: Share Exchange Agreement (SurePure, Inc.), Share Exchange Agreement (Soefl Inc.), Agreement and Plan of Merger (Soefl Inc.)
Absence of Liens and Encumbrances. Except as set forth in Schedule 2.13, the 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 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 Company Financials and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to the Company.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (One2one Living Corp), Agreement and Plan of Merger (North American Oil & Gas Corp.), Agreement and Plan of Merger (Terra Tech Corp.)
Absence of Liens and Encumbrances. The 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 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 Company Financials Financials, except for license agreements entered into in the ordinary course of business and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to the Company.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Xcarenet Inc), Agreement and Plan of Merger and Reorganization (Healthcare Com Corp)
Absence of Liens and Encumbrances. The 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 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 Company Financials and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to the Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cardiogenesis Corp)
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 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 Company Financials and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Company.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Infospace Inc)
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 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 Company Financials and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrances, if any, which would not be material to Company.
Appears in 1 contract
Absence of Liens and Encumbrances. Each Acquired Company and each of its subsidiaries has good and valid title to, or, in the case of leased properties and assetsproperties, 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 Encumbrances except as reflected in the Company Financials Financial Statements and except for liens for Taxes taxes not yet due and payable and such imperfections of title and encumbrancesEncumbrances, if any, which do not have, and would not reasonably be material expected to Companyhave, a Company Material Adverse Effect.
Appears in 1 contract
