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Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UAC), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UAC; 2.11.2 Except as shall be set forth on Section 2.11 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC other than UAC, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC enjoys peaceful and undisturbed possession under all leases under which it is lessee.

Appears in 2 contracts

Samples: Merger Agreement (United American Companies Inc), Merger Agreement (Providence Capital I Inc)

Title to Assets; Encumbrances. 2.11.1 2.12.1 Except as shall be set forth in Section 2.11 2:1:12 of the Disclosure Schedule, UAC Alpha Fibre owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred orincurred by UAC Alpha Fibre in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACAlpha Fibre), (v) Encumbrances otherwise described in Section 2.11 2:1:12 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UACAlpha Fibre; 2.11.2 2.12.2 Except as shall be set forth on Section 2.11 2:1:12 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC Alpha Fibre other than UACAlpha Fibre, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 2:1:12 of the Disclosure Schedule or described in Section 2.11.12:1:12:1, UAC Alpha Fibre enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 2:1:12 of the Disclosure Schedule or described in Section 2.11.12:1:12:1, UAC Alpha Fibre enjoys peaceful and undisturbed possession under all leases under which it is lessee.

Appears in 1 contract

Samples: Merger Agreement (Alpha Fibre Inc)

Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC Lifelong owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC Lifelong in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACLifelong), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UACLifelong; 2.11.2 Except as shall be set forth on Section 2.11 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC Lifelong other than UACLifelong, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC Lifelong enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC Lifelong enjoys peaceful and undisturbed possession under all leases under which it is lessee.

Appears in 1 contract

Samples: Merger Agreement (Lifelong Com Inc)

Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC XX.XXX owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC XX.XXX in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACXX.XXX), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 2000 of UACthe LLC; 2.11.2 Except as shall be set forth on Section 2.11 of the Disclosure Schedule, there are no parties in possession of any of the material assets of UAC XX.XXX other than UACXX.XXX, other than personal property held by third parties in the reasonable and ordinary course of business. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC XX.XXX enjoys full, free and exclusive use and quiet enjoyment of its material assets and its rights pertaining thereto. Subject to the Encumbrances set forth in Section 2.11 of the Disclosure Schedule or described in Section 2.11.1, UAC XX.XXX enjoys peaceful and undisturbed possession under all leases under which it is lessee.

Appears in 1 contract

Samples: Merger Agreement (Gourmet Station Inc)