Absence of Liens and Encumbrances. Each of Parent and Merger Sub 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 and encumbrances except (i) as reflected in the Parent Financial Statements, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Smi Products Inc), Merger Agreement (Laurier International Inc), Merger Agreement (Lexicon United Inc)
Absence of Liens and Encumbrances. Each of Parent and Merger Sub 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 and encumbrances except (i) as reflected in the Parent Financial StatementsFinancials, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Trenton Acquisition Corp.), Merger Agreement (R&r Acquisition Vi, Inc)
Absence of Liens and Encumbrances. Each of Parent and Xxxxxx Merger Sub 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 and encumbrances except (i) as reflected in the Parent Financial Statements, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Seward Sciences, Inc.), Merger Agreement (Seward Sciences, Inc.)
Absence of Liens and Encumbrances. Each of Parent and Merger Sub has have 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 or held for use in its business, free and clear of any liens and encumbrances except (i) as reflected in the Parent Financial Statements, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would are not be reasonably expected to have a Parent Material Adverse Effectmaterial in character, amount or extent, and which do not materially detract from the value, or materially interfere with the present use, of the property subject thereto or affected thereby.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (International Network Services)
Absence of Liens and Encumbrances. Each Other than as disclosed in Schedule 3.20, each of Parent and Merger Acquisition Sub 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 and encumbrances except except:
(ia) as reflected in the Parent Financial Statements, ;
(iib) for liens for taxes not yet due and payable and payable; and
(iiic) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Surge Holdings, Inc.)
Absence of Liens and Encumbrances. Each of Parent and Xxxxxxx Merger Sub 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 and encumbrances except (i) as reflected in the Parent Financial Statements, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
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Absence of Liens and Encumbrances. Each of Parent and Ariston Merger Sub 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 and encumbrances except (i) as reflected in the Parent Financial Statements, (ii) for liens for taxes not yet due and payable and (iii) for such imperfections of title and encumbrances, if any, which would not be reasonably expected to have a Parent Material Adverse Effect.
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