Properties; Encumbrances. (a) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties and assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for Liens reflected on the Parent Balance Sheet and Liens for current taxes not yet due and other Liens that do not materially impair the use or operation of the property or assets subject thereto.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (August Technology Corp), Agreement and Plan of Merger and Reorganization (Nanometrics Inc), Agreement and Plan of Merger (Nanometrics Inc)
Properties; Encumbrances. (a) Parent has good and valid title to, or a valid leasehold interest in, all the properties and assets which it purports to own or lease (real, tangible, personal and mixed), including all the properties and assets reflected in the Parent Balance Sheet (except for personal property sold since the date of the Parent Balance Sheet in the ordinary course of business consistent with past practice). All properties Parent Real Property (as defined below) and all assets reflected in the Parent Balance Sheet are free and clear of all Liens, except for (i) Liens reflected on the Parent Balance Sheet and Sheet, which Liens do not materially impair the use, value or operation of the property or assets subject thereto, (ii) Liens for current taxes not yet due and payable and (iii) any other Liens that do not materially impair the use use, value or operation of the property or assets subject thereto.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (August Technology Corp), Agreement and Plan of Merger (Rudolph Technologies Inc)
