Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 318 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement (1847 Holdings LLC), Securities Purchase Agreement (Advanced Environmental Petroleum Producers Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 142 contracts

Samples: Securities Purchase Agreement (Chron Organization, Inc.), Securities Purchase Agreement (Pura Naturals, Inc.), Securities Purchase Agreement (Cool Technologies, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Prospectus, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ Except as disclosed in the Offering Materials, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 44 contracts

Samples: Underwriting Agreement (MED EIBY Holding Co., LTD), Underwriting Agreement (3 E Network Technology Group LTD), Underwriting Agreement (Fuxing China Group LTD)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Prospectus, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 36 contracts

Samples: Underwriting Agreement (China Eco-Materials Group Co. LTD), Underwriting Agreement (China Eco-Materials Group Co. LTD), Underwriting Agreement (Jowell Global Ltd.)

Appears in 13 contracts

Samples: Securities Purchase Agreement (Freestone Resources, Inc.), Common Stock Purchase Agreement (Vision Sciences Inc /De/), Securities Purchase Agreement (Ustelematics Inc)

Title to Assets. ~~The~~ Except as set forth on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 10 contracts

Samples: Securities Purchase Agreement (Visualant Inc), Securities Purchase Agreement (Enable Holdings, Inc.), Securities Purchase Agreement (Oxis International Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Prospectus Supplement, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 9 contracts

Samples: Selling Agency Agreement (MDB Capital Holdings, LLC), Selling Agency Agreement (PAVmed Inc.), Selling Agency Agreement (PAVmed Inc.)

Title to Assets. ~~The~~ Except as set forth in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 8 contracts

Samples: Underwriting Agreement (CYREN Ltd.), Securities Purchase Agreement (Comstock Mining Inc.), Securities Purchase Agreement (Senesco Technologies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable ~~leases of which the Company and the Subsidiaries are in compliance~~leases.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Saflink Corp), Securities Purchase Agreement (Clinical Data Inc), Securities Purchase Agreement (Clinical Data Inc)

Title to Assets. The Company and ~~the~~ its Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by ~~them that~~ it that, in each case, is material to the business of the Company and ~~the~~ its Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as that do not materially and adversely (x) affect the value of such property ~~and do not materially~~ or (y) interfere with the use made and proposed to be made of such property by the Company and ~~the~~ its Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties in any material respect. Any real property and facilities held under lease by the Company ~~and the Subsidiaries are~~ or a Subsidiary is held by ~~them~~ it under valid, subsisting and enforceable leases of with which the Company ~~and the Subsidiaries~~ or such Subsidiary (as applicable) are in compliance.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Cyber App Solutions Corp.), Securities Purchase Agreement (Mitesco, Inc.), Securities Purchase Agreement (Resonate Blends, Inc.)

Title to Assets. ~~The~~ Except as shown on Schedule 3(M), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Senesco Technologies Inc, Cel Sci Corp, Cel Sci Corp

Title to Assets. ~~The~~ Except as shown on Schedule 3.1(n) attached hereto, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp), Securities Purchase Agreement (Cel Sci Corp)

Title to Assets. The Company and the ~~Subsidiaries~~ Subsidiary have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the ~~Subsidiaries~~ Subsidiary and good and marketable title in all personal property owned by them that is material to the business of the Company and the ~~Subsidiaries~~Subsidiary, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries~~ Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the ~~Subsidiaries~~ Subsidiary are held by them under valid, subsisting and enforceable leases of which the Company and the ~~Subsidiaries~~ Subsidiary are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Parkervision Inc), Securities Purchase Agreement (Parkervision Inc), Confidential (Parkervision Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except ~~for~~ Permitted Liens and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (White River Energy Corp.), Securities Purchase Agreement (White River Energy Corp.)

Title to Assets. ~~The~~ Except as disclosed in the SEC Reports or on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Evergreen Energy Inc), Securities Purchase Agreement (Evergreen Energy Inc), Form of Securities Purchase Agreement (Evergreen Energy Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Pure Earth, Inc.), Securities Purchase Agreement (Saflink Corp), Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens in favor of Hercules and for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as which do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Cell Therapeutics Inc), Securities Purchase Agreement (Cell Therapeutics Inc), Cell Therapeutics Inc

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except as set forth on Schedule 3.1(n) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (UFood Restaurant Group, Inc.), Securities Purchase Agreement (UFood Restaurant Group, Inc.), Securities Purchase Agreement (UFood Restaurant Group, Inc.)

Title to Assets. The Company and the Subsidiaries have good ~~and marketable~~ title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good ~~and marketable~~ title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made ~~and proposed to be made~~ of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the~~ The Company and the Subsidiaries are in ~~compliance~~substantial compliance with all leases covering real property or facilities leased by them.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Manas Petroleum Corp), Securities Purchase Agreement (Express Systems Corp), Securities Purchase Agreement (Synova Healthcare Group Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under ~~valid, subsisting~~ valid and enforceable leases of which the Company and the Subsidiaries are in substantial compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Syntax-Brillian Corp), Securities Purchase Agreement (Syntax-Brillian Corp), Securities Purchase Agreement (Syntax-Brillian Corp)

Title to Assets. ~~The~~ Except for the liens set forth on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Capital Growth Systems Inc /Fl/), VPP Securities Purchase Agreement (Capital Growth Systems Inc /Fl/), Security Agreement (Capital Growth Systems Inc /Fl/)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, provincial, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Underwriting Agreement (PreMD Inc.), Securities Purchase Agreement (Daugherty Resources Inc), Securities Purchase Agreement (Daugherty Resources Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except ~~for~~ for: (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (usell.com, Inc.), Securities Purchase Agreement (usell.com, Inc.), Stock Purchase Agreement (Aspen Group, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CDX Com Inc), Securities Purchase Agreement (Airguide, Inc.), Securities Purchase Agreement (New Century Companies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title ~~in fee simple~~ to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Purchase Agreement (Lexaria Corp.), Purchase Agreement (Lexaria Corp.), Purchase Agreement (Golden Aria Corp.)

Title to Assets. ~~The~~ Except as set forth on Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by ~~them that~~ it that, in each case, is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties in any material respect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Comstock Inc.), Securities Purchase Agreement (Comstock Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all real property ~~owned by them that is material to the business of the Company~~ and ~~the Subsidiaries and good and marketable title in~~ all personal property ~~owned by them~~ that is ~~material to~~ described in the ~~business of the Company and the Subsidiaries~~SEC Reports, in each case free and clear of all Liens, except for (i) Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP, and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 3 contracts

Samples: Underwriting Agreement (NutriBand Inc.), Underwriting Agreement (LabStyle Innovations Corp.), Underwriting Agreement (LabStyle Innovations Corp.)

Title to Assets. ~~The~~ Except as described in Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Diomed Holdings Inc), Securities Purchase Agreement (Diomed Holdings Inc), Securities Purchase Agreement (Diomed Holdings Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens for the benefit of Hercules Technology Growth Capital, Inc. and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp), Securities Purchase Agreement (Epicept Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except as disclosed in Schedule 3.1(n) and for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cardium Therapeutics, Inc.), Securities Purchase Agreement (Cardium Therapeutics, Inc.), Securities Purchase Agreement (Cardium Therapeutics, Inc.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (Imageware Systems Inc), Securities Purchase Agreement (Lj International Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company~~ and ~~the Subsidiaries and good and marketable title in~~ all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Bio-Path Holdings Inc), Securities Purchase Agreement (Bio-Path Holdings Inc), Securities Purchase Agreement (Bio-Path Holdings Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 3 contracts

Samples: Securities Purchase Agreement (CenterStaging Corp.), Security Agreement (CenterStaging Corp.), Cleveland Biolabs Inc

Title to Assets. The Company and the ~~Subsidiaries~~ Subsidiary have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the ~~Subsidiaries~~ Subsidiary, taken as a whole, and good and marketable title in all personal property owned by them that is material to the business of the Company and the ~~Subsidiaries~~Subsidiary, taken as a whole, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries~~ Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the ~~Subsidiaries~~ Subsidiary are held by them under valid, subsisting and enforceable leases of with which the Company and the ~~Subsidiaries~~ Subsidiary are in material compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (V I Technologies Inc), Securities Purchase Agreement (V I Technologies Inc), Securities Purchase Agreement (V I Technologies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good ~~and marketable~~ title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Lightpath Technologies Inc), Securities Purchase Agreement (Lightpath Technologies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to ~~the~~ its business of the Company and the Subsidiaries, in each case free and clear of all ~~Liens~~Encumbrances, except for ~~Liens~~ Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and ~~Liens~~ Encumbrances for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Corvu Corp), Securities Purchase Agreement (Corvu Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made ~~and proposed to be made~~ of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Co Placement Agent Agreement (Polymedix Inc), Co Placement Agent Agreement (Polymedix Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. The Company owns or leases all of the property necessary to conduct its business as currently conducted or presently contemplated to be conducted. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Viking Systems Inc), Securities Purchase Agreement (Viking Systems Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in to all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in full compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Melco International Development LTD), Securities Purchase Agreement (Vendingdata Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as reflected in the Company’s Financial Statements, such Liens that do not materially ~~affect~~ effect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the Subsidiaries~~ its Subsidiaries, and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Westinghouse Solar, Inc.), Securities Purchase Agreement (Westinghouse Solar, Inc.)

Appears in 2 contracts

Samples: Cell Therapeutics Inc, Cell Therapeutics Inc

Title to Assets. The Company and the Subsidiaries have ~~good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and~~ good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as (i) securing payment under the obligations set forth on Schedule 3.1(n), (ii) that do not materially affect the value of such property and (iii) that do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects. The Company does not own any real property.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Neose Technologies Inc), Securities Purchase Agreement (Domain Partners v Lp)

Title to Assets. ~~The~~ To the extent material to the business of the Company and the Subsidiaries, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by ~~them that is material to the business of the Company and the Subsidiaries~~them, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nutrition 21 Inc), Securities Purchase Agreement (Nutrition 21 Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except ~~for~~ Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Jupiter Neurosciences, Inc.), Securities Purchase Agreement (Gaming Technologies, Inc.)

Appears in 2 contracts

Samples: Carbon Sciences, Inc., Hythiam Inc

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all ~~Liens~~Liens (other than the Note Holders’ Security Interests and mortgages on real property), except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Generex Biotechnology Corp)

Title to Assets. The Company and Modigene, and, as applicable, the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and ~~the Subsidiaries~~ Modigene, and good and marketable title in all personal property owned by them that is material to the business of the Company and ~~the Subsidiaries~~Modigene, in each case free and clear of all ~~Liens~~liens, except for ~~Liens~~ liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the Subsidiaries~~ Modigene and ~~Liens~~ liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and ~~the Subsidiaries~~ Modigene are held by them under valid, subsisting and enforceable leases of with which the Company and ~~the Subsidiaries~~ Modigene are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Modigene Inc.), Form of Subscription Agreement (Modigene Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ To the Company’s knowledge, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Vistula Communications Services, Inc.), Securities Purchase Agreement (Vistula Communications Services Inc)

Appears in 2 contracts

Samples: Securities Purchase Agreement (Santa Fe Gold CORP), Securities Purchase Agreement (Santa Fe Gold CORP)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ To the Company's knowledge, any real property and facilities held under lease by the Company and the Subsidiaries are held ~~by them~~ under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Waverider Communications Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Base Prospectus or the Supplement, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Underwriting Agreement (Summit Wireless Technologies, Inc.)

Title to Assets. ~~The~~ Except as disclosed in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by ~~them that~~ it that, in each case, is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties in any material respect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Exchange Agreement (Inergetics Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries ~~are~~ are, to the best of the Company’s knowledge, in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Paincare Holdings Inc)

Appears in 1 contract

Samples: Securities Purchase Agreement (Comstock Mining Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by ~~the~~ th Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mexoro Minerals LTD)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens set forth on Schedule 3.1(n) and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Exchange Agreement (Telanetix,Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to, or have valid and marketable rights to lease or otherwise use, all real property ~~owned by them that is material to the business of the Company~~ and ~~the Subsidiaries and good and marketable title in~~ all personal property ~~owned by them~~ that is ~~material to~~ described in the ~~business of the Company and the Subsidiaries~~SEC Reports, in each case free and clear of all Liens, except for (i) Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with IFRS, and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 1 contract

Samples: Underwriting Agreement (Kitov Pharmaceuticals Holdings Ltd.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens and such Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (North American Technologies Group Inc /Tx/)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except as set forth on Schedule 3.1(n) or for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Impart Media Group Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ To the knowledge of the Company, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cardima Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance therewith.

Appears in 1 contract

Samples: Securities Purchase Agreement (Celsia Technologies, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by ~~them~~ them, to their knowledge, under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ecosphere Technologies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither ~~delinquent~~ delinquent, nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Recom Managed Systems Inc De/)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ustelematics Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company~~ and ~~the Subsidiaries~~ good, and ~~good and~~ except as otherwise disclosed on Schedule 3.1(n), attached hereto, marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Oxford Media, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) as disclosed in the SEC Reports, (ii) Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (iii) Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cell Therapeutics Inc)

Title to Assets. The Company and ~~the Subsidiaries~~ each Subsidiary have good and --------------- marketable title in fee simple to all real property owned by them that is material to the business of the Company and ~~the Subsidiaries~~ each Subsidiary and good and marketable title in all personal property owned by them that is material to the business of the Company and ~~the Subsidiaries~~each Subsidiary, in each case free and clear of all Liens, except for Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the Subsidiaries~~ each Subsidiary and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and ~~the Subsidiaries~~ each Subsidiary are held by them under valid, subsisting and enforceable leases of which the Company and ~~the Subsidiaries~~ each Subsidiary are in compliance.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Entech Solar, Inc.)

Title to Assets. The Company and ~~the~~ its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the ~~Company and the Subsidiaries~~ Company, and good and marketable title in all personal property owned by them that is material to the business of the ~~Company and the Subsidiaries~~Company, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the~~ its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ To the knowledge of the Company, any real property and facilities held under lease by the Company and ~~the~~ its Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and ~~the~~ its Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epoch Biosciences Inc)

Title to Assets. The Company and the Subsidiaries have good --------------- and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pacific Cma Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except as set forth on Schedule 3.1(n) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Visual Management Systems Inc)

Title to Assets. ~~The~~ Neither the Company nor any of its Subsidiaries owns any real property. Except as set forth in the SEC Reports, the Company and the Subsidiaries have good and marketable title in ~~fee simple to~~ all ~~real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all~~ tangible personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 1 contract

Samples: Jones Soda Co

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all ~~personal~~ Personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Epoch Holding Corp)

Title to Assets. ~~The~~ Except as set forth in Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in to all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of ~~all Liens~~any Lien, except for Liens (i) as do not materially affect the value of such ~~property and~~ property, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries~~ Subsidiaries, and ~~Liens~~ (iii) for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held ~~by them~~ under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Omnireliant Holdings, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with GAAP and, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Placement Agency Agreement (Netlist Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of ~~the~~ Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of ~~the~~ Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by ~~the~~ Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by ~~the~~ Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which ~~the~~ Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Exchange Agreement (Cardiff Lexington Corp)

Title to Assets. ~~The~~ Except as set forth on Schedule 2(q), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Placement Agency Agreement (Nevada Gold & Casinos Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Pro Pharmaceuticals Inc)

Title to Assets. ~~The~~ Except as disclosed, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Visualant Inc)

Title to Assets. ~~The~~ To the extent possible, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Letter Agreement (PharmaCyte Biotech, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Registration Statement and the Prospectus, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries~~ Subsidiaries, and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Underwriting Agreement (Global Engine Group Holding LTD)

Title to Assets. The Company and the Subsidiaries have good ----------------- and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (UC Hub Group Inc)

Title to Assets. The Company and ~~the~~ its Subsidiaries have good and marketable title in fee simple to ~~all~~ any real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and ~~the Subsidiaries~~its Subsidiary, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the~~ its Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and ~~the~~ its Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and ~~the~~ its Subsidiaries are in compliance.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Lucid Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens (as defined in the Credit Agreement) and those that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 1 contract

Samples: Convertible Note Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens described on Schedule 3.1(n) and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accentia Biopharmaceuticals Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ Except as set forth in the SEC reports, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: China Direct Industries, Inc.

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by ~~them that~~ it that, in each case, is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in the Company’s SEC Reports as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties in any material respect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Progreen US, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title ~~in fee simple~~ to, or have valid rights to lease or otherwise use, all real property ~~owned by them that is material to the business of the Company~~ and ~~the Subsidiaries and good and marketable title in~~ all personal property ~~owned by them~~ that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made in accordance with IFRS, and the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Underwriting Agreement (CardieX LTD)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ Except as set forth on Schedule 3.1(n) attached hereto, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Spectre Gaming Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries and~~ Subsidiaries, Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties and Liens described in the SEC Reports. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Large Scale Biology Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. ~~Any~~ Except as set forth on Schedule 3(M), any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Cortex Pharmaceuticals Inc/De/

Title to Assets. The Company and ~~the~~ its Subsidiaries have good and marketable title in fee simple to all real property ~~owned by them that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by ~~them that~~ it that, in each case, is material to the business of the Company and ~~the~~ its Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as that do not materially and adversely (x) affect the value of such property ~~and do not materially~~ or (y) interfere with the use made and proposed to be made of such property by the Company and ~~the~~ its Subsidiaries and (ii) Liens ~~for~~ f or the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties in any material respect. Any real property and facilities held under lease by the Company ~~and the Subsidiaries are~~ or a Subsidiary is held by ~~them~~ it under valid, subsisting and enforceable leases of with which the Company ~~and the Subsidiaries~~ or such Subsidiary (as applicable) are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Vocodia Holdings Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for the Liens identified on Schedule 3.1(n) and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (ZBB Energy Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of foreign, federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Euroseas Ltd.)

Title to Assets. ~~The~~ Except as set forth in the Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (NXT Nutritionals Holdings, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the ~~Subsidiaries and~~ Subsidiaries, Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to ~~penalties~~penalties and Liens set forth on Schedule 3.1(n). Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Telzuit Medical Technologies, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all tangible personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Apogee Technology Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them ~~that is material to the business of the Company and the Subsidiaries~~ and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as reflected in the Company’s Financial Statements, such Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and ~~the Subsidiaries~~ its Subsidiaries, and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Westinghouse Solar, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for purchase money security interests, Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Theater Xtreme Entertainment Group, Inc)

Title to Assets. The Company and the Subsidiaries have ~~good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and~~ good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as (i) securing payment under the obligations set forth on Schedule 3.1(m), (ii) that do not materially affect the value of such property and (iii) that do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects. The Company does not own any real property.

Appears in 1 contract

Samples: Securities Purchase Agreement (Manas Petroleum Corp)

Common use of Title to Assets Clause in Contracts