Ownership and Condition of Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and except as set forth in Section 3.16 of the Parent Disclosure Letter, Parent or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (a) reflected in the Parent Financial Statements as being owned by Parent or one of its Subsidiaries or (b) acquired after the date thereof which are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens except Permitted Liens, and (ii) is the lessee of all leasehold estates reflected in the Parent Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Parent’s Knowledge, the lessor.
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Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)
Ownership and Condition of Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect and except as set forth in Section 3.16 4.16 of the Parent Disclosure Letter, Parent or one of its Subsidiaries (i) has good and marketable title to all the properties and assets (a) reflected in the Parent Financial Statements as being owned by Parent or one of its Subsidiaries or (b) acquired after the date thereof which are material to Parent’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens except Permitted Liens, and (ii) is the lessee of all leasehold estates reflected in the Parent Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Parent’s Knowledge, the lessor.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ceres Ventures, Inc.)