Common use of Absence of Liens and Encumbrances Clause in Contracts

Absence of Liens and Encumbrances. 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 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 Parent 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 Parent.

Appears in 5 contracts

Samples: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)

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Absence of Liens and Encumbrances. 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 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 Parent 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 Parent.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Homegrocer Com Inc), Agreement and Plan of Reorganization (Webvan Group Inc)

Absence of Liens and Encumbrances. Each of Parent and each of its subsidiaries Purchaser has good and valid title to, or, in the case of leased properties and assetsproperties, 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 Parent 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 ParentParent on a consolidated basis.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, Inc.)

Absence of Liens and Encumbrances. 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 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 Parent 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 Parent.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Infospace Inc)

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Absence of Liens and Encumbrances. Each of 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 of its material tangible properties and assets, real, personal personal, and mixed, used 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 and such imperfections of title and encumbrances, if any, which would not be material to Parent.except

Appears in 1 contract

Samples: Merger Agreement (Phazar Corp)

Absence of Liens and Encumbrances. The 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 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 Parent 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 Parent.

Appears in 1 contract

Samples: Merger Agreement (Copper Valley Minerals LTD)

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