Title to Assets and Related Matters. Each Ensec Company has good and marketable title to its part of the Ensec Assets, free from any Encumbrances except (a) those Encumbrances specified on Section 5.9 of the Ensec Disclosure Schedule or any Encumbrance in favor of any Ensec Company, (b) items described in any notes to the consolidated financial statements of Ensec contained in Ensec's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 (the "Ensec 10-KSB") included in the Ensec SEC Reports, (c) minor matters that would not have a Material Adverse Effect, (d) constitutional and statutory liens arising from the obligation to pay for the provision of materials or services not yet in Default and Taxes not yet due and (e) Ensec Assets transferred among the Ensec Companies.
Appears in 3 contracts
Samples: Merger Agreement (Global Security Technologies Inc), Merger Agreement (Sentech Eas Corp /Fl), Merger Agreement (Ensec International Inc)
Title to Assets and Related Matters. Each Ensec Sentech Company has good and marketable title to its part of the Ensec Sentech Assets, free from any Encumbrances except (a) those Encumbrances specified on Section 5.9 6.9 of the Ensec Sentech Disclosure Schedule or any Encumbrance in favor of any Ensec Sentech Company, (b) items described in any notes to the consolidated financial statements of Ensec Sentech contained in EnsecSentech's Annual Report on Form 10-KSB for the fiscal year ended December 31, 1997 (the "Ensec Sentech 10-KSB") included in the Ensec Sentech SEC Reports, (c) minor matters that would not have a Material Adverse Effect, (d) constitutional and statutory liens arising from the obligation to pay for the provision of materials or services not yet in Default and Taxes not yet due and (e) Ensec Sentech Assets transferred among the Ensec Sentech Companies.
Appears in 3 contracts
Samples: Merger Agreement (Global Security Technologies Inc), Merger Agreement (Sentech Eas Corp /Fl), Merger Agreement (Ensec International Inc)