Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 14 contracts
Samples: Share Exchange Agreement (Perk International Inc.), Share Exchange Agreement (HPC Pos System, Corp.), Share Exchange Agreement (Laufer Bridge Enterprises, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, machinery and equipment and other personal property necessary for the conduct of its the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 14 contracts
Samples: Share Exchange Agreement (Inspyr Therapeutics, Inc.), Share Exchange Agreement (Broadcast Live Digital Corp.), Share Exchange Agreement (Helmer Directional Drilling Corp.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 10 contracts
Samples: Share Exchange Agreement (Vemics, Inc.), Stock Purchase Agreement (Irish Mag, Inc.), Share Exchange Agreement (China Pediatric Pharmaceuticals, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror Company Orient Come owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, machinery and equipment and other personal property necessary for the conduct of its the business of Orient Come as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company Orient Come as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 9 contracts
Samples: Share Exchange Agreement (Kinglake Resources Inc.), Share Exchange Agreement (Kinglake Resources Inc.), Share Exchange Agreement (Kinglake Resources Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each the Acquiror Company owns (with good and marketable title in the case of real property) to, or holds under valid leases or other rights to use use, all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each the Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 5 contracts
Samples: Share Exchange Agreement (Writers Group Film Corp), Share Exchange Agreement (Genesis Holdings, Inc.), Share Exchange Agreement (Britton International Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, machinery and equipment and other personal property necessary for the conduct of its the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 2 contracts
Samples: Share Exchange Agreement (TGS International Ltd.), Share Exchange Agreement (Stark Beneficial, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Acquiror the Company owns (with good and marketable title in the case of real propertyproperty owned) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such . The buildings, plants, machinery or machinery, equipment and other personal property of the Company is sufficient for the continued conduct of the Company's businesses after the Closing in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or costsubstantially the same manner as conducted prior to the Closing.
Appears in 2 contracts
Samples: Securities Exchange Agreement (Deep Field Technologies, Inc.), Securities Exchange Agreement (Deep Field Technologies, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each Each of the Acquiror Company and its Subsidiaries owns (with good and marketable title in the case of real property) or holds under valid leases or other the rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each the Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
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