Property; Sufficiency of Assets. The TPT Corporations (a) have good and valid title to all property material to the business of the TPT Corporations and reflected in the latest audited financial statements included in the TPT SEC Reports as being owned by the TPT Corporations or acquired after the date thereof (except for property sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Encumbrances except (i) statutory Encumbrances securing payments not yet due and (ii) such imperfections or irregularities of title or Encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, in either case in such a manner as to have a TPT Material Adverse Effect, and (b) are collectively the lessee of all property material to the business of the TPT Corporations and reflected as leased in the latest audited financial statements included in the TPT SEC Reports (or on the books and records of TPT as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or the lessor, other than defaults that would not have a TPT Material Adverse Effect.
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Samples: Agreement and Plan of Merger and Reorganization (TorreyPines Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Raptor Pharmaceuticals Corp.)
Property; Sufficiency of Assets. The TPT Acquired Corporations (ai) have good and valid title to to, or an enforceable capital leasehold interest in, all property material to the business of the TPT Acquired Corporations and reflected in the latest audited financial statements included in the TPT Company SEC Reports as being owned by the TPT Acquired Corporations or acquired after the date thereof (except for property sold or otherwise disposed of in the ordinary course Ordinary Course of business Business since the date thereofthereof and except for dispositions of worn and obsolete property), free and clear of all Encumbrances except (iA) statutory Permitted Encumbrances securing payments not yet due and (iiB) such imperfections or irregularities of title or Encumbrances as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, in either case in such a manner as to have a TPT Material Adverse EffectEffect on the Acquired Corporations, and (bii) are collectively the lessee of all property material to the business of the TPT Acquired Corporations and reflected as leased in the latest audited financial statements included in the TPT Company SEC Reports (or on the books and records of TPT the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder by the lessee or or, to the Knowledge of the Company, the lessor, other than defaults that would not have a TPT Material Adverse EffectEffect on the Acquired Corporations. For the avoidance of doubt, the representations and warranties set forth in this Section 2.6 do not apply to Proprietary Rights, which matters are specifically addressed in Section 2.9.
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Samples: Agreement and Plan of Merger and Reorganization (Catalyst Semiconductor Inc), Agreement and Plan of Merger and Reorganization (On Semiconductor Corp)
Property; Sufficiency of Assets. The TPT Corporations Company and its subsidiaries (a) have good and valid title to all material property material to the business of the TPT Corporations and reflected in the latest audited financial statements included in the TPT SEC Reports Documents as being owned by the TPT Corporations Company and its subsidiaries or acquired after the date thereof (except for property properties sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Encumbrances Liens except (i) statutory Encumbrances Liens securing payments not yet due and (ii) such imperfections or irregularities of title or Encumbrances Liens as do not affect the use of the properties or assets subject thereto thereto, or affected thereby in any material respect, or otherwise materially impair business operations at such properties, in either case in such a manner as to have a TPT Material Adverse Effect, and (b) are collectively the lessee of all material property material to the business of the TPT Corporations and reflected as leased in the latest audited financial statements included in the TPT SEC Reports Documents (or on the books and records of TPT the Company as of the date thereof) or acquired after the date thereof (except for leases that have expired by their terms) and are in possession of the properties purported to be leased thereunder, and each such lease is valid and in full force and effect without default thereunder in any material respect by the lessee or the lessor. Each of the Company and each of its subsidiaries enjoys peaceful and undisturbed possession under all such leases. Such owned and leased property that is tangible personal property is in good working order, other than defaults that would not have a TPT Material Adverse Effectreasonable wear and tear excepted, and is suitable for the use for which it is intended.
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