Common use of Assets Other than Real Property Interests Clause in Contracts

Assets Other than Real Property Interests. (a) Purchaser, directly or through one of its Subsidiaries, has good and valid title to all the assets reflected in the Purchaser Financial Statements or thereafter acquired, other than those set forth in Schedule 3.09 or in the Purchaser SEC Documents, in each case free and clear of all Liens, except (i) such Liens as are set forth in Schedule 3.09 or in the Purchaser XXX Xxxxxxxxx, (xx) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business, (iii) Liens for Taxes and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (iv) Liens that secure debt that is reflected as a liability in the Purchaser Financial Statements or the existence of which is referred to in the notes to the Purchaser Financial Statements, with respect to which no default (or, to the knowledge of Purchaser, no event that, with or without the giving of notice or lapse of time or both, could constitute a default exists) and (v) other imperfections of title, licenses or encumbrances, if any, which, individually or in the aggregate, would not have a Material Adverse Effect on the Company (the Liens described in clauses (i) through (v) above are referred to collectively as “PURCHASER PERMITTED LIENS”). (b) This Section 3.09 does not relate to real property or interests in real property, such items being the subject of Section 3.10, or to Intellectual Property, such items being the subject of Section 3.11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wireless Telecom Group Inc)

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Assets Other than Real Property Interests. (a) PurchaserThe Company, directly or through one of its Subsidiaries, has good and valid title to all the assets reflected in on the Purchaser Financial Statements Balance Sheet or thereafter acquired, other than those set forth in Schedule 3.09 or in the Purchaser SEC Documents2.08, in each case free and clear of all Liens, except (i) such Liens as are set forth in Schedule 3.09 or in the Purchaser XXX Xxxxxxxxx2.08, (xxii) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the Ordinary Course of Business, (iii) Liens for Taxes and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (iv) Liens that secure debt that is reflected as a liability in on the Purchaser Financial Statements Balance Sheet or the existence of which is referred to in the notes to the Purchaser Financial StatementsBalance Sheet, with respect to which no default (or, to the knowledge of PurchaserSellers, no event that, with or without the giving of notice or lapse of time or both, could constitute a default exists) and (v) other imperfections of title, licenses or encumbrances, if any, which, individually or in the aggregate, would not have a Material Adverse Effect on the Company (the Liens described in clauses (i) through (v) above are referred to collectively as “PURCHASER PERMITTED LIENS”). (b) This Section 3.09 2.08 does not relate to real property or interests in real property, such items being the subject of Section 3.102.09, or to Intellectual Property, such items being the subject of Section 3.112.10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wireless Telecom Group Inc)

Assets Other than Real Property Interests. (a) Purchaser, directly The Company or through one of its Subsidiaries, subsidiaries has good and valid title to all the material assets reflected in on the Purchaser Financial Statements Balance Sheet or thereafter acquired, other than those set forth in Schedule 3.09 2.08 or in otherwise disposed of since the Purchaser SEC Documentsdate of the Balance Sheet, in each case free and clear of all Liensmortgages, liens, charges, claims, pledges or other encumbrances (collectively, "LIENS"), except (i) such Liens as are set forth in Schedule 3.09 or in the Purchaser XXX Xxxxxxxxx2.08, (xxii) mechanics', carriers', workmen’s's, repairmen’s 's or other like Liens arising or incurred in the Ordinary Course ordinary course of Businessbusiness, (iii) Liens arising under original purchase price condi tional sales contracts and equipment leases with third parties entered into in the ordinary course of business, (iv) Liens for Taxes (as defined in Section 2.13(a)) and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (ivv) Liens that secure debt that is reflected as a liability in on the Purchaser Financial Statements Balance Sheet or the existence of which is referred to in the notes to the Purchaser Financial Statements, with respect to which no default (or, to the knowledge of Purchaser, no event that, with or without the giving of notice or lapse of time or both, could constitute a default exists) Balance Sheet and (vvi) other imperfections of title, licenses or encumbrances, if any, which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on the Company (the Liens described in clauses (i) through (vvi) above above, together with the Liens referred to in clauses (ii) through (vi) of Section 2.09, are referred to collectively as “PURCHASER "PERMITTED LIENS"). (b) This Section 3.09 2.08 does not relate to real property or interests in real property, such items being the subject of Section 3.102.09, or to Intellectual Property, such items being the subject of Section 3.112.10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Primedia Co Inc)

Assets Other than Real Property Interests. (a) Purchaser, directly or through one of its Subsidiaries, has good and valid title to all the assets reflected in the Purchaser Financial Statements or thereafter acquired, other than those set forth in Schedule 3.09 or in the Purchaser SEC Documents, in each case free and clear of all Liens, except (i) such Liens as are set forth in Schedule 3.09 or in the Purchaser XXX XxxxxxxxxSEC Documents, (xxii) mechanics', carriers', workmen’s's, repairmen’s 's or other like Liens arising or incurred in the Ordinary Course of Business, (iii) Liens for Taxes and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (iv) Liens that secure debt that is reflected as a liability in the Purchaser Financial Statements or the existence of which is referred to in the notes to the Purchaser Financial Statements, with respect to which no default (or, to the knowledge of Purchaser, no event that, with or without the giving of notice or lapse of time or both, could constitute a default exists) and (v) other imperfections of title, licenses or encumbrances, if any, which, individually or in the aggregate, would not have a Material Adverse Effect on the Company Purchaser (the Liens described in clauses (i) through (v) above are referred to collectively as "PURCHASER PERMITTED LIENS"). (b) This Section 3.09 does not relate to real property or interests in real property, such items being the subject of Section 3.10, or to Intellectual Property, such items being the subject of Section 3.11.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wireless Telecom Group Inc)

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Assets Other than Real Property Interests. (a) PurchaserThe Company, directly or through one of its Subsidiaries, has good and valid title to all the assets reflected in on the Purchaser Financial Statements Balance Sheet or thereafter acquired, other than those set forth in Schedule 3.09 or in the Purchaser SEC Documents2.08, in each case free and clear of all Liens, except (i) such Liens as are set forth in Schedule 3.09 or in the Purchaser XXX Xxxxxxxxx2.08, (xxii) mechanics', carriers', workmen’s's, repairmen’s 's or other like Liens arising or incurred in the Ordinary Course of Business, (iii) Liens for Taxes and other governmental charges that are not due and payable or that may thereafter be paid without penalty, (iv) Liens that secure debt that is reflected as a liability in on the Purchaser Financial Statements Balance Sheet or the existence of which is referred to in the notes to the Purchaser Financial StatementsBalance Sheet, with respect to which no default (or, to the knowledge of PurchaserSellers, no event that, with or without the giving of notice or lapse of time or both, could constitute a default exists) and (v) other imperfections of title, licenses or encumbrances, if any, which, individually or in the aggregate, would not have a Material Adverse Effect on the Company (the Liens described in clauses (i) through (v) above are referred to collectively as “PURCHASER "PERMITTED LIENS"). (b) This Section 3.09 2.08 does not relate to real property or interests in real property, such items being the subject of Section 3.102.09, or to Intellectual Property, such items being the subject of Section 3.112.10.

Appears in 1 contract

Samples: Stock Purchase Agreement (Wireless Telecom Group Inc)

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