Common use of Title and Related Matters Clause in Contracts

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising balance sheet and the notes thereto, HouseRaising has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaising, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising as now being conducted or as contemplated.

Appears in 5 contracts

Samples: Merger Agreement (Technology Connections Inc), Merger Agreement (Technology Connections Inc), Merger Agreement (Technology Connections Inc)

AutoNDA by SimpleDocs

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising AGIL balance sheet and the notes thereto, HouseRaising AGIL has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the AGIL technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising AGIL balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingAGIL, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising AGIL as now being conducted or as contemplated.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (MTN Holdings Inc), Reorganization Agreement (MTN Holdings Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Vulcan balance sheet and the notes thereto, HouseRaising Vulcan has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Vulcan technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Vulcan balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingVulcan, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Vulcan as now being conducted or as contemplated.

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (NPC Holdings Inc), Merger Agreement (NPC Holdings Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Skreem balance sheet and the notes thereto, HouseRaising Skreem has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatentedun-patented, including, but not limited to the MCM chip, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Skreem balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingSkreem, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Skreem as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Skreem Com Corp)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Metwood balance sheet and the notes thereto, HouseRaising Metwood has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Metwood technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Metwood balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingMetwood, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Metwood as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Emc Energies Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Xxxxxxx balance sheet and the notes thereto, HouseRaising Xxxxxxx has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Xxxxxxx technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Xxxxxxx balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingXxxxxxx, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Xxxxxxx as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Rocky Mountain Energy Corp)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Zamage balance sheet and the notes thereto, HouseRaising Zamage has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Zamage technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Zamage balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingZamage, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Zamage as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (SPM Group Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising ECD balance sheet and the notes thereto, HouseRaising ECD has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the ECD technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising ECD balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingECD, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising ECD as now being conducted or as contemplated.

Appears in 1 contract

Samples: Reorganization Agreement (Holographic Systems Inc)

AutoNDA by SimpleDocs

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Perfect Line balance sheet and the notes thereto, HouseRaising Perfect Line has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Perfect Line technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Perfect Line balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingPerfect Line, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Perfect Line as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Interactive Motorsports & Entertainment Corp)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising PPI balance sheet and the notes thereto, HouseRaising PPI has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the PPI technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising PPI balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingPPI, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising PPI as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Provectus Pharmaceutical Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising K-Com balance sheet and the notes thereto, HouseRaising K-Com has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the K-Com technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising K-Com balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingK-Com, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising K-Com as now being conducted or as contemplated.

Appears in 1 contract

Samples: Reorganization Agreement (Java Express Inc)

Title and Related Matters. Except as provided herein or disclosed in the most recent HouseRaising Trappers balance sheet and the notes thereto, HouseRaising Trappers has good and marketable title to all of its properties, inventory, interests in properties, technology, whether patented or unpatented, including, but not limited to the Trappers technology, intellectual property, computer software, and assets, all of which are described in Schedule 3.08 and are reflected in the most recent HouseRaising Trappers balance sheet or acquired after that date (except properties, interests in properties, and assets sold or otherwise disposed of since such date in the ordinary course of business), free and clear of all mortgages, liens, pledges, charges, or encumbrances, except (i) statutory liens, mortgages, loans liens or claims not yet delinquent; and (ii) such imperfections of title and easements as do not, and will not, materially detract from, or interfere with, the present or proposed use of the properties subject thereto or affected thereby or otherwise materially impair present business operations on such properties. To the best knowledge of HouseRaisingTrappers, its technology does not infringe on the copyright, patent, trade secret, know-how, or other proprietary right of any other person or entity and comprises all such rights necessary to permit the operation of the business of HouseRaising Trappers as now being conducted or as contemplated.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Heavenly Hot Dogs Inc /)

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