Common use of Personal Property; Liens Clause in Contracts

Personal Property; Liens. The Corporation has and owns good and marketable title to all of its personal property, including without limitation, all computer software, database and other intellectual property, free and clear of all Liens whatsoever, except for: (a) Liens securing the Corporation's indebtedness for money borrowed, if any, as reflected in the Financial Statements, pursuant to the security agreements listed in Schedule 4.9 annexed hereto; (b) Liens securing the deferred purchase price of machinery, equipment, vehicles and/or other fixed assets, if any, as reflected in the Financial Statements or as incurred after the date thereof in the ordinary course of business of the Corporation, pursuant to security agreements listed in Schedule 4.9; (c) materialmen's, workmen's and other similar statutory liens arising in the ordinary course of business, none of which are material singly or in the aggregate, (d) Liens for taxes not yet due and payable, and (e) other Liens which individually or in the aggregate are immaterial in amount and character (each of the Liens described in clauses (a) through (e) of this sentence being hereinafter referred to as "Permitted Liens"). The aggregate book value of all items of machinery, equipment, vehicles, and other fixed assets owned or leased by the Corporation does not exceed $200,000, and all of such fixed assets are in good operating condition and repair (reasonable wear and tear excepted) and are adequate for their use in the Corporation's business as presently conducted.

Appears in 1 contract

Samples: Merger Agreement (American United Global Inc)

AutoNDA by SimpleDocs

Personal Property; Liens. The Corporation Company has and owns good and marketable title to all of its personal property, including without limitation, all computer software, database and other intellectual property, free and clear of all Liens whatsoever, except for: : (a) Liens securing the CorporationCompany's indebtedness for money borrowed, if any, as reflected in the Financial Statements, pursuant to the security agreements listed in Schedule 4.9 annexed hereto; (b) Liens securing the deferred purchase price of machinery, equipment, vehicles and/or other fixed assets, if any, as reflected in the Financial Statements or as incurred after the date thereof in the ordinary course of business of the CorporationCompany, pursuant to security agreements listed in Schedule 4.9; and (c) materialmen's, workmen's and other similar statutory liens arising in the ordinary course of business, none of which are material singly or in the aggregate, (d) Liens for taxes not yet due and payable, and (e) other Liens which individually or in the aggregate are immaterial in amount and character (each of the Liens described in clauses (a) through ), (eb), and (c) of this sentence being hereinafter referred to as "Permitted Liens"). The aggregate book value of all items of machinery, equipment, vehicles, and other fixed assets owned or leased by the Corporation Company does not exceed $200,000100,000, and all of such fixed assets are in good operating condition and repair (reasonable wear and tear excepted) and are adequate for their use in the CorporationCompany's business as presently conducted.

Appears in 1 contract

Samples: Merger Agreement (American United Global Inc)

Personal Property; Liens. The Corporation IDF has and owns good and marketable title to all of its personal property, including without limitation, all computer software, database and other intellectual property, free and clear of all Liens whatsoever, except for: : (a) Liens securing the CorporationIDF's indebtedness for money borrowed, if any, as reflected in the Financial Statements, pursuant to the security agreements listed in Schedule 4.9 5.11 annexed hereto; (b) Liens securing the deferred purchase price of machinery, equipment, vehicles and/or other fixed assets, if any, as reflected in the Financial Statements or as incurred after the date thereof in the ordinary course of business of the CorporationIDF, pursuant to security agreements listed in Schedule 4.95.11; (c) materialmen's, workmen's and other similar statutory liens arising in the ordinary course of business, none of which are material singly or in the aggregate, (d) Liens for taxes not yet due and payable, and (e) other Liens which individually or in the aggregate are immaterial in amount and character (each of the Liens described in clauses (a) through (e) of this sentence being hereinafter referred to as "Permitted Liens"). The aggregate book value of all items of machinery, equipment, vehicles, and other fixed assets owned or leased by the Corporation IDF does not exceed $200,000500,000, and all of such fixed assets are in good operating condition and repair (reasonable wear and tear excepted) and are adequate for their use in the CorporationIDF's business as presently conducted.

Appears in 1 contract

Samples: Merger Agreement (American United Global Inc)

Personal Property; Liens. The Corporation TechStar has and owns good and marketable title to all of its personal property, including without limitation, all computer software, database and other intellectual property, free and clear of all Liens whatsoever, except for: : (a) Liens securing the CorporationTechStar's indebtedness for money borrowed, if any, as reflected in the Financial Statements, pursuant to the security agreements listed in Schedule 4.9 annexed hereto; (b) Liens securing the deferred purchase price of machinery, equipment, vehicles and/or other fixed assets, if any, as reflected in the Financial Statements or as incurred after the date thereof in the ordinary course of business of the CorporationTechStar, pursuant to security agreements listed in Schedule 4.9; (c) materialmen's, workmen's and other similar statutory liens arising in the ordinary course of business, none of which are material singly or in the aggregate, (d) Liens for taxes not yet due and payable, and (e) other Liens which individually or in the aggregate are immaterial in amount and character (each of the Liens described in clauses (a) through (e) of this sentence being hereinafter referred to as "Permitted Liens"). The aggregate book value of all items of machinery, equipment, vehicles, and other fixed assets owned or leased by the Corporation TechStar does not exceed $200,000500,000, and all of such fixed assets are in good operating condition and repair (reasonable wear and tear excepted) and are adequate for their use in the Corporation's business TechStar Business as presently conducted.

Appears in 1 contract

Samples: Merger Agreement (American United Global Inc)

AutoNDA by SimpleDocs

Personal Property; Liens. The Corporation On the date hereof, the Company has and owns good and marketable title to all of its personal property, including without limitation, all computer software, database and other intellectual property, free and clear of all Liens whatsoever, except for: : (a) Liens securing the CorporationCompany's indebtedness for money borrowed, if any, as reflected in the Financial Statements, pursuant to the security agreements listed in Schedule 4.9 3.9 annexed hereto; (b) Liens securing the deferred purchase price of machinery, equipment, vehicles and/or other fixed assets, if any, as reflected in the Financial Statements or as incurred after the date thereof in the ordinary course of business of the CorporationCompany, pursuant to security agreements listed in Schedule 4.93.9; and (c) materialmen's, workmen's and other similar statutory liens arising in the ordinary course of business, none of which are material singly or in the aggregate, (d) Liens for taxes not yet due and payable, and (e) other Liens which individually or in the aggregate are immaterial in amount and character (each of the Liens described in clauses (a) through ), (eb), and (c) of this sentence being hereinafter referred to as "Permitted Liens"). On the Closing Date, the Company shall have and own good and marketable title to all of its personal property, free and clear of all Liens whatsoever. The aggregate book value of all items of machinery, equipment, vehicles, and other fixed assets owned or leased by the Corporation Company does not exceed $200,000100,000, and all of such fixed assets are in good operating condition and repair (reasonable wear and tear excepted) and are adequate for their use in the CorporationCompany's business as presently conducted.

Appears in 1 contract

Samples: Asset Purchase Agreement (American United Global Inc)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!