Properties and Insurance. (a) Uni-Pixel has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixel's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company prior to the date hereof. Uni-Pixel, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, subject to the terms and provisions of such leases.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Uni-Pixel), Agreement and Plan of Merger and Reorganization (Uni-Pixel)
Properties and Insurance. (a) Uni-Pixel The Company has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixelthe Company's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel the Company and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company Uni-Pixel prior to the date hereof. Uni-PixelThe Company, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Uni-Pixel), Agreement and Plan of Merger and Reorganization (Uni-Pixel)
Properties and Insurance. (a) Uni-Pixel Gemini has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-PixelGemini's balance sheet as of September 30, 2004, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30, 2004), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel Gemini and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company Uni-Pixel prior to the date hereof. Uni-PixelGemini, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Uni-Pixel), Agreement and Plan of Merger and Reorganization (Uni-Pixel)
Properties and Insurance. (a) Uni-Pixel The Company has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixel's the Company’s balance sheet as of September 30March 31, 20042005, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September 30March 31, 20042005), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's ’s liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel the Company and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company PolyMedix prior to the date hereof. Uni-PixelThe Company, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Polymedix Inc)
Properties and Insurance. (a) Uni-Pixel The Company has good and, as to owned real property, if any, legal title to all material assets and properties, whether real or personal, tangible or intangible, reflected in Uni-Pixel's the Company’s balance sheet as of September June 30, 20042006, or owned and acquired subsequent thereto (except to the extent that such assets and properties have been disposed of for fair value in the ordinary course of business since September June 30, 20042006), subject to no encumbrances, liens, mortgages, security interests or pledges, except (i) those items that secure liabilities that are reflected in such balance sheet or the notes thereto or incurred in the ordinary course of business after the date of such balance sheet, (ii) statutory liens for amounts not yet delinquent or which are being contested in good faith, faith and statutory and contractual landlord's ’s liens in connection with any leases, (iii) such encumbrances, liens, mortgages, security interests, pledges and title imperfections that are not in the aggregate material to the business, operations, assets, and financial condition of Uni-Pixel the Company and (iv) with respect to owned real property, if any, title imperfections noted in title reports delivered to the Company Anchor prior to the date hereof. Uni-PixelThe Company, as lessee, has the right under written leases to occupy, use, possess and control, in all material respects, all real property leased by it, as presently occupied, used, possessed and controlled by it, subject to the terms and provisions of such leases.
Appears in 1 contract
Samples: Securities Exchange Agreement (Anchor Funding Services, Inc.)