Common use of Absence of Liens and Encumbrances Clause in Contracts

Absence of Liens and Encumbrances. The Company 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 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.), Merger Agreement (Soefl Inc.)

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Absence of Liens and Encumbrances. The Except as set forth in Schedule 2.13, the Company 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 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: Merger Agreement (One2one Living Corp), Merger Agreement (North American Oil & Gas Corp.), Merger Agreement (Terra Tech Corp.)

Absence of Liens and Encumbrances. The Company 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 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: Merger Agreement (Healthcare Com Corp), Merger Agreement (Xcarenet Inc)

Absence of Liens and Encumbrances. The Except as set forth in Section 2.12 of the Company Disclosure Letter, the Company 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 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: Merger Agreement (K2 Digital Inc)

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Absence of Liens and Encumbrances. The Each Acquired Company 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 Encumbrances except as reflected in the Company Financials Financial Statements and except for liens for 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 the Companyhave, a Company Material Adverse Effect.

Appears in 1 contract

Samples: Arrangement Agreement (Ad.Venture Partners, 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 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)

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