Common use of Title to Assets Clause in Contracts

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 24 contracts

Samples: Note and Warrant Purchase Agreement (Quest Oil Corp), Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.), Stock and Warrant Purchase Agreement (Echo Therapeutics, Inc.)

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Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do Commission Documents or those that would not cause have a Material Adverse Effect. Any All real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 19 contracts

Samples: Common Stock Purchase Agreement (Syntroleum Corp), Common Stock Purchase Agreement (Alexza Pharmaceuticals Inc.), Common Stock Purchase Agreement (Dynavax Technologies Corp)

Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do Commission Documents or those that would not cause have a Material Adverse Effect. Any To the Company’s knowledge, all real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 17 contracts

Samples: Common Stock Purchase Agreement (Arena Pharmaceuticals Inc), Common Stock Purchase Agreement (Poniard Pharmaceuticals, Inc.), Common Stock Purchase Agreement (Durect Corp)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 15 contracts

Samples: Convertible Preferred Stock and Warrant (AzurRx BioPharma, Inc.), Convertible Note and Warrant Purchase Agreement (AzurRx BioPharma, Inc.), May 2014 Convertible Note and Warrant Purchase Agreement (MetaStat, Inc.)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Empire Financial Holding Co), Note and Warrant Purchase Agreement (Verticalnet Inc), Note and Warrant Purchase Agreement (Communication Intelligence Corp)

Title to Assets. Each of the Company and the Subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 8 contracts

Samples: Common Stock Purchase Agreement (Saflink Corp), Common Stock Purchase Agreement (Fibernet Telecom Group Inc\), Common Stock Purchase Agreement (Fibernet Telecom Group Inc\)

Title to Assets. Each of the Company and the Subsidiaries subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the SEC Documents or on Schedule 2.1(l3.1(1) hereto or such that, individually or in the aggregate, that do not cause a Material Adverse EffectEffect on the Company's financial condition or operating results. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effect.

Appears in 7 contracts

Samples: Common Stock Purchase Agreement (Dauphin Technology Inc), Escrow Agreement (First Priority Group Inc), Escrow Agreement (Nstor Technologies Inc)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and and, to the Company’s knowledge, in full force and effect.

Appears in 5 contracts

Samples: Note and Warrant Purchase Agreement (Intelligentias, Inc.), Note and Warrant Purchase Agreement (Technoconcepts, Inc.), Debenture and Warrant Purchase Agreement (Electro Energy Inc)

Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto in the Commission Documents or the Commission Filings or such that, individually or in the aggregate, do that could not reasonably be expected to cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Columbia Laboratories Inc), Common Stock Purchase Agreement (Columbia Laboratories Inc), Ordinary Shares Purchase Agreement (Commtouch Software LTD)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do could not reasonably be expected to cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 4 contracts

Samples: Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (Delcath Systems Inc), Common Stock Purchase Agreement (Delcath Systems Inc)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All such leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 3 contracts

Samples: Common Stock Purchase Agreement (Foldera, Inc), Common Stock and Warrant Purchase Agreement (Prescient Applied Intelligence, Inc.), Common Stock and Warrant Purchase Agreement (Prescient Applied Intelligence, Inc.)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All such leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 2 contracts

Samples: Common Stock and Warrant Purchase Agreement (Nutrition 21 Inc), Common Stock and Warrant Purchase Agreement (Nutrition 21 Inc)

Title to Assets. Each of the Company and the Subsidiaries its subsidiary has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, do that could not reasonably be expected to cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Usinternetworking Inc), Common Stock Purchase Agreement (Usinternetworking Inc)

Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, those that do not cause or would not have a Material Adverse Effect. Any All said real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (VRDT Corp), Common Stock Purchase Agreement (Max Sound Corp)

Title to Assets. Each Except as set forth in Schedule 3.1(k), each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, that do not cause or would not have a Material Adverse Effect. Any All said real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 2 contracts

Samples: Private Placement Purchase Agreement (Cyclone Power Technologies Inc), Common Stock Purchase Agreement (Cyclone Power Technologies Inc)

Title to Assets. Each of the The Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l2.1(k) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All such leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: That Certain Agreement (Keewatin Windpower Corp.)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Newport International Group Inc)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its their respective real and personal property reflected in the Commission DocumentsSEC Reports, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for Permitted Encumbrances and those indicated on Schedule 2.1(l) 3.12 hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any material leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Neoprobe Corp)

Title to Assets. Each of the Company and the Subsidiaries its subsidiaries has good and valid marketable title to all of its their real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, do those that would not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Leap Wireless International Inc)

Title to Assets. Each of the Company and the Subsidiaries its subsidiaries has --------------- good and valid marketable title to all of its their real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or the Commission Filings or on Schedule 2.1(l3.1(l) attached --------------- hereto or such that, individually or in the aggregate, do those that would not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Leap Wireless International Inc)

Title to Assets. Each of the Company and the Subsidiaries subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Form 20-F or on Schedule 2.1(l3.1(1) hereto or such that, individually or in the aggregate, that do not cause a Material Adverse EffectEffect on the Company's financial condition or operating results. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nymox Pharmaceutical Corp)

Title to Assets. Each of the Company and the its Subsidiaries has good --------------- and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, do --------------- that could not reasonably be expected to cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nexell Therapeutics Inc)

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Title to Assets. Each Except as set forth in Schedule 2.1(l), each of the Company and the Subsidiaries subsidiaries has good and valid title to all of its real and personal property as reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such thatwhich, individually or in the aggregate, do would not cause have a Material Adverse Effect. Any All leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Skylynx Communications Inc)

Title to Assets. Each of the Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(lSCHEDULE 2.1(L) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Practicexpert Inc)

Title to Assets. Each of the Company and the Subsidiaries its subsidiaries has good and valid marketable title to all of its their respective material real and personal property reflected in the Commission DocumentsDocuments or the Commission Filings, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents, the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, those that do not cause or would not have a Material Adverse Effect. Any All said real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Geron Corporation)

Title to Assets. Each of the Company and the Subsidiaries subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents, the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, do that could not reasonably be expected to cause a Material Adverse Effect. Any All leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Egghead Com Inc)

Title to Assets. Each of the Company and the Subsidiaries its subsidiary has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such thatthose, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries subsidiary are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ortec International Inc)

Title to Assets. Each of the Company and the Subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission DocumentsDocuments that is material to the business of the Company, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.Adverse

Appears in 1 contract

Samples: Subscription Agreement (Echo Therapeutics, Inc.)

Title to Assets. Each of the The Company and the Subsidiaries has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock and Warrant Purchase Agreement (Quantrx Biomedical Corp)

Title to Assets. Each of the Company and the Subsidiaries subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents, the Commission Filings or on Schedule 2.1(l3.1(l) attached hereto or such that, individually or in the aggregate, do that could not reasonably be expected to cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Aviron)

Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission DocumentsDocuments or on Schedule 4.10 attached hereto, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l) 4.10 attached hereto or such that, individually or in the aggregate, do those that would not cause have a Material Adverse Effect. Any All real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Nanogen Inc)

Title to Assets. Each of the Company and the its Subsidiaries has good and valid marketable title to all of its their respective real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except as set forth in Section 4.10 of the Disclosure Schedule, for those indicated on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do Commission Documents or for those that would not cause have a Material Adverse Effect. Any To the Company’s knowledge, all real property leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effecteffect in all material respects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Synta Pharmaceuticals Corp)

Title to Assets. Each of the Company and the Subsidiaries Guarantors has good and valid title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated in the Commission Documents or on Schedule 2.1(l) hereto or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any leases of the Company and each of its Subsidiaries Guarantor are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Wits Basin Precious Minerals Inc)

Title to Assets. Each of the Company and the Subsidiaries subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto disclosed in the Form 10-KSB or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All leases of the Company and each of its Subsidiaries subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Convertible Preferred Stock Purchase Agreement (Edgewater Foods International, Inc.)

Title to Assets. Each of the Company and the Subsidiaries has good and valid marketable title to all of its real and personal property reflected in the Commission Documents, free and clear of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those indicated on Schedule 2.1(l) hereto as reflected in the Commission Documents or such that, individually or in the aggregate, do not cause a Material Adverse Effect. Any All said leases of the Company and each of its Subsidiaries are valid and subsisting and in full force and effect.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Ricks Cabaret International Inc)

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