Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the 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 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 13 contracts
Samples: Share Exchange Agreement (Forex365, Inc.), Share Exchange Agreement (China Biologic Products, Inc.), Share Exchange Agreement (Advanced Medical Institute Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror Company Acquiree 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 Acquiree 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 the Acquiror Company Acquiree 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 7 contracts
Samples: Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the 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 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 4 contracts
Samples: Share Exchange Agreement (Vemics, Inc.), Share Exchange Agreement (Vemics, Inc.), Share Exchange Agreement (Vemics, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each of the Acquiror Company Subsidiaries 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 of the Acquiror Company Subsidiaries 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 3 contracts
Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.)
Title to and Condition of Properties. Except as would not reasonably be expected to have a Material Adverse Effect, the 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 the 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 2 contracts
Samples: Share Exchange Agreement (Phantom Fiber Corp), Share Exchange Agreement (Phantom Fiber Corp)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror Reporting 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 the Acquiror Reporting 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.
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Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror Company owns (with good and marketable title in the case of real property) ), or holds under valid leases or other rights to use 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 To the knowledge of the Company, (a) the material buildings, plants, machinery and equipment necessary for the conduct of the business of the Acquiror Company as presently conducted are structurally sound, are in reasonably 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 (b) none of such buildings, plants, machinery or equipment is in need of material maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.
Appears in 1 contract
Samples: Merger Agreement (Force Protection Video Equipment Corp.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effectset forth in Schedule 5.16 of the Company Disclosure Schedule, 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 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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Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror each DDOO 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 the Acquiror each DDOO 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 1 contract
Samples: Share Exchange Agreement (Discount Dental Materials, Inc.)
Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror each Acquirer 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 the Acquiror each Acquirer 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 1 contract
Samples: Acquisition of Shares Agreement (Precious Investments, Inc.)