Title to Assets, Properties and Rights. The Company has good and marketable title (or a valid leasehold interest or license) to all of the assets (whether real, personal or mixed) reflected as being owned (or leased or licensed) by the Company on the balance sheet included in the Interim Financial Statements (except for those assets subsequently disposed of in the ordinary course of business for fair value), free and clear of all Liens, except for (a) those Liens set forth on Schedule 3.14; (b) Liens for current Taxes, assessments and other governmental charges not yet due and payable and for which adequate reserves have been established on the books of the Company; (c) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Company’s business as presently conducted; (d) any zoning or other governmentally established restrictions or encumbrances; (e) worker’s or unemployment compensation Liens arising in the ordinary course of business; (f) mechanic’s, materialman’s, supplier’s, vendor’s or similar Liens arising in the ordinary course of business securing amounts which are not delinquent; and (g) those Liens that do not, individually or cumulatively, have or could reasonably be expected to have a Material Adverse Effect on the Company.
Title to Assets, Properties and Rights. The Company (or a Subsidiary of the Company) has good and marketable title (or a valid leasehold interest) to all of the Assets and Properties (whether real, personal or mixed) necessary for the conduct of the business of Company and its Subsidiaries substantially as now conducted, free and clear of all Encumbrances, except for (i) liens for current taxes, assessments and other governmental charges not yet due and payable or that are being contested in good faith by appropriate proceedings promptly instituted and diligently concluded for which reserves have been established as required by GAAP or SAP; (ii) easements, covenants, conditions and restrictions (whether or not of record) as to which no material violation or encroachment exists or, if such violation or encroachment exists, as to which the cure of such violation or encroachment would not materially interfere with the conduct of the Company's business; (iii) any zoning or other governmentally established restrictions or encumbrances; (iv) workers or unemployment compensation liens arising in the ordinary course of business; (v) carriers', landlords', mechanic's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts which are not delinquent, which remain payable without penalty or which are being contested in good faith and by appropriate proceedings, (vi) purchase money liens on any office equipment hereafter acquired or the assumption of any lien on such office equipment; or (vii) Encumbrances disclosed on Schedule 3.12 or any minor imperfection of title or Encumbrances which, individually or in the aggregate with other Encumbrances, do not and could not reasonably be expected to materially impair the use or value of the Assets and Properties of the Company and its Subsidiaries. Such Assets and Properties are in such operating condition and repair as is suitable for the uses for which they are used in the Company's business, are not subject to any condition which materially interferes with the use thereof by the Company or a Subsidiary of Company, as the case may be, and constitute all assets, properties, interests in properties and rights necessary to permit the Company and its Subsidiaries to carry on their business after the Closing substantially as conducted by the Company and its Subsidiaries prior thereto.
Title to Assets, Properties and Rights. Trimble or its applicable Subsidiary has good, valid and insurable title to and is the sole owner of all right, title and interest in the tangible assets it purports to transfer as Business Assets hereby, except for Business Real Property, free and clear of all Liens except for Permitted Liens. With respect to the tangible assets of Trimble or an applicable Subsidiary which are Business Assets hereunder which are leased, Trimble or its applicable Subsidiary (i) is in compliance with such leases, subject to any applicable requirements of notice and grace period, and (ii) holds a valid leasehold interest free of any Liens, except for Permitted Liens.
Title to Assets, Properties and Rights. The Corporation has good and marketable title to all the properties and interests in properties and assets, whether personal or mixed, reflected as being owned by the Corporation on the Latest Balance Sheet or acquired subsequent thereto (except for those properties or interests subsequently disposed of in the ordinary course of business), free and clear of all Encumbrances, except for (i) those Encumbrances set forth on SCHEDULE 3.10 hereto, (ii) liens for current taxes, assessments and other governmental charges not yet due and payable or being contested in good faith by appropriate proceedings and for which there are adequate reserves on the books and records of the Corporation, and (iii) mechanics', landlord's, materialman's, supplier's, vendor's or similar liens arising in the ordinary course of business securing amounts that are not delinquent. The assets, properties and rights of the Corporation reflected as being owned on the Latest Balance Sheet or acquired after the date thereof or leased for use by the Corporation are in all material respects in good operating condition and repair (normal wear and tear excepted), are suitable in all material respects for the uses for which they are used in the Corporation's business, are not subject to any condition which interferes with the use thereof in any material respect, and constitute all assets, properties and rights necessary to permit the Corporation to carry on its business after the Closing as generally conducted by the Corporation prior thereto.
Title to Assets, Properties and Rights. (a) Except for Permitted Liens, Borrower has good and marketable title to all of its respective properties, interests in properties and assets, real, personal and mixed, tangible or intangible, that it owns or purports to own that is used or useful in the conduct of its business, free and clear of any and all Encumbrances, except for: (i) liens, if any, for current taxes and assessments not yet due, and (ii) minor liens and encumbrances, in each case, which are not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
Title to Assets, Properties and Rights. Except as set forth on Schedule 3.8 hereto, each of the Company and its Subsidiaries has good and marketable title to all properties, interests in properties and assets, real, personal, intangible or mixed, used in the conduct of its business, free
Title to Assets, Properties and Rights. 1. Loan and Security Agreement, and Supplement, dated as of November 2, 2004, by and among the Company, Advanced Biotherapeutics, Inc., Venture Lending & Leasing IV, Inc., and Xxxxxxxx Xxxxxx XX, L.P.
Title to Assets, Properties and Rights. Except as is set forth on Section 3(k) of the Disclosure Schedule, the Company and its subsidiaries have good and marketable title to all properties, interests in properties and assets (real, personal, intangible or mixed) used by the Company or any of its subsidiaries in the conduct of its business, or necessary and desirable to conduct its business, free and clear of all mortgages, Judgments, claims, liens, security interests, pledges, escrows, charges, pre-emptive rights, rights of first offer or first refusal or other encumbrances of any kind or character whatsoever (“Encumbrances”).
Title to Assets, Properties and Rights. The Corporation has good and marketable title to all of its properties, interests in properties and assets, real, personal, intangible or mixed, reflected on the Balance Sheet (or not so reflected because not required to be reflected but which are used or useful in the business of the Corporation), free and clear of all mortgages, judgments, claims, liens, security interests, pledges, escrows, charges or other encumbrances of any kind or character whatsoever (“Encumbrances”) except liens for current taxes not yet due and payable (or similar liens) and except for liens that would not cause a material adverse effect on the operations of the Corporation. With respect to the property and assets it leases, the Corporation is in compliance with such leases and holds a valid leasehold interest free of any Encumbrances.
Title to Assets, Properties and Rights. The Corporation and the Subsidiaries have good and marketable title to all material properties, interests in properties and assets, real, personal and mixed, tangible or intangible, used in the conduct of their business, free and clear of all material mortgages, judgments, claims, liens, security interests, pledges, escrows, charges or other encumbrances of any kind or character whatsoever, whether or not related to credit or the borrowing of money ("Encumbrances"), except for (i) Encumbrances disclosed in the Financial Statements; (ii) Encumbrances for current Taxes (as defined in Section 3.20) not yet due and payable or which are past due and being contested in good faith; (iii) mechanics', materialmens', carriers', warehousemens', landlords' and similar liens securing obligations not yet delinquent or which are being contested in good faith; (iv) such imperfections of title, covenants, encroachments and Encumbrances as do not, in any material respect, detract from the value or interfere with the present or proposed use of the properties or assets subject thereto or affected thereby; and (v) security interests in personal property taken by or granted to a person or entity who, by making advances or incurring an obligation, gives value to enable the Corporation to acquire rights in or the use of such property or asset, provided that such security interest does not extend to or cover any other property and the total cost to the Corporation that would be required to discharge such security interest in full does not exceed the value so given by such person or entity to the Corporation.
