Property and Assets. (a) The Company has good, clear, transferable and marketable title to all of its material properties and assets, whether tangible or intangible, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, license, charge or encumbrance, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business and do not materially detract from the value of the property subject thereto or materially impair the operations of the Company. (b) The Company has not granted rights to manufacture, produce, assemble, license, market or sell its products to any Person and is not bound by any agreement that adversely affects the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products. (c) The Company hereby represents that it is not now and has never been a “United States real property holding corporation”, as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.897-2(b), and that the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required under Treasury Regulation Section 1.897-2(h).
Appears in 4 contracts
Samples: Series E Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series E Preferred Stock and Warrant Purchase Agreement (Roka BioScience, Inc.), Series E Preferred Stock Purchase Agreement (Roka BioScience, Inc.)
Property and Assets. (a) The Company has good, clear, transferable and marketable title to all of its material properties and assets, whether tangible or intangible, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, license, charge or encumbrance, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business and do not materially detract from the value of the property subject thereto or materially impair the operations of the Companybusiness.
(b) The Company has not granted rights to manufacture, produce, assemble, license, market or sell its products to any Person and is not bound by any agreement that adversely affects the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company hereby represents that it is not now and has never been a “United States real property holding corporation”, as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.897-2(b), and that the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required under Treasury Regulation Section 1.897-2(h).
Appears in 3 contracts
Samples: Series C Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series D Preferred Stock Purchase Agreement (Roka BioScience, Inc.), Series D Preferred Stock Purchase Agreement (Roka BioScience, Inc.)
Property and Assets. (a) The Company has good, clear, transferable and marketable title to all of its material properties and assets, whether tangible or intangible, and none of such properties or assets is subject to any mortgage, pledge, lien, security interest, lease, license, charge or encumbrance, other than (i) those resulting from taxes which have not yet become delinquent, ,
(ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business and do not materially detract from the value of the property subject thereto or materially impair the operations of the Companybusiness.
(b) The Company has not granted rights to manufacture, produce, assemble, license, market or sell its products to any Person and is not bound by any agreement that adversely affects the Company’s exclusive right to develop, manufacture, assemble, distribute, market or sell its products.
(c) The Company hereby represents that it is not now and has never been a “United States real property holding corporation”, as defined in Section 897(c)(2) of the Internal Revenue Code of 1986, as amended (the “Code”), and Treasury Regulation Section 1.897-2(b), and that the Company has filed with the Internal Revenue Service all statements, if any, with its United States income tax returns, which are required under Treasury Regulation Section 1.897-2(h).
Appears in 1 contract
Samples: Series C Preferred Stock Purchase Agreement (Roka BioScience, Inc.)
