Title to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 42 contracts

Samples: Purchase Agreement (Sadot Group Inc.), Securities Purchase Agreement (Aditxt, Inc.), Securities Purchase Agreement (Nexalin Technology, Inc.)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 37 contracts

Samples: Securities Purchase Agreement (RedHawk Acquisition I Corp.), Securities Purchase Agreement (RedHawk Acquisition I Corp.), Securities Purchase Agreement (RedHawk Acquisition I Corp.)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 19 contracts

Samples: Securities Purchase Agreement (Marina Biotech, Inc.), Securities Purchase Agreement (Generex Biotechnology Corp), Securities Purchase Agreement (Vaporin, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 in Schedule 3.1(o) and 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 16 contracts

Samples: Securities Purchase Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc), Share Exchange Agreement (Giga Tronics Inc)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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~~ 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~~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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Iterum Therapeutics PLC), Securities Purchase Agreement (Iterum Therapeutics PLC), Underwriting Agreement (Iterum Therapeutics PLC)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 12 contracts

Samples: Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement (Tian Ruixiang Holdings LTD), Securities Purchase Agreement (Tian Ruixiang Holdings LTD)

Title to Assets. Except as ~~set forth~~ described on Schedule ~~3.1(o~~3.1(m), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 12 contracts

Samples: Unit Purchase Agreement (Relmada Therapeutics, Inc.), Share Purchase Agreement (Relmada Therapeutics, Inc.), Unit Purchase Agreement (Relmada Therapeutics, Inc.)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 11 contracts

Samples: Securities Purchase Agreement (World Moto, Inc.), Securities Purchase Agreement (World Moto, Inc.), Securities Purchase Agreement (Nac Global Technologies, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries do not own any real property and have good and marketable ~~title in fee simple~~ title, or have valid and marketable rights to lease or otherwise use, all real property ~~owned by them~~ 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~~ state, foreign 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 with which the Company and the Subsidiaries are in compliance.

Appears in 11 contracts

Samples: Securities Purchase Agreement (Stealth BioTherapeutics Corp), Securities Purchase Agreement (Stealth BioTherapeutics Corp), Securities Purchase Agreement (ReneSola LTD)

Appears in 10 contracts

Samples: Securities Purchase Agreement, Securities Purchase Agreement, Securities Purchase Agreement (Sphere 3D Corp)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 8 contracts

Samples: At the Market Offering Agreement (Inuvo, Inc.), At the Market Offering Agreement (Gevo, Inc.), At the Market Offering Agreement (GeoVax Labs, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property (if any) 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, 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 with which the Company and the Subsidiaries are in compliance.

Appears in 7 contracts

Samples: Securities Purchase Agreement (XpresSpa Group, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.), Securities Purchase Agreement (XpresSpa Group, Inc.)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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~~ 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Tharimmune, Inc.), Securities Purchase Agreement (Aridis Pharmaceuticals, Inc.), Securities Purchase Agreement (Tharimmune, Inc.)

Appears in 6 contracts

Samples: Securities Purchase Agreement (BriaCell Therapeutics Corp.), Securities Purchase Agreement (Inpixon), Securities Purchase Agreement (Inpixon)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~disclosed in SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance, except as disclosed in SEC Reports.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Globus Maritime LTD), Securities Purchase Agreement (Globus Maritime LTD), Securities Purchase Agreement (Globus Maritime LTD)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ subsisting, and enforceable leases with which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Endexx Corp), Securities Purchase Agreement (Appliance Recycling Centers of America Inc /Mn), Securities Purchase Agreement (POSITIVEID Corp)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Antelope Enterprise Holdings LTD), Securities Purchase Agreement (Antelope Enterprise Holdings LTD), Securities Purchase Agreement (Antelope Enterprise Holdings LTD)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~3.1(l), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Purchase Agreement (RemSleep Holdings Inc.), Purchase Agreement (RemSleep Holdings Inc.), Purchase Agreement (Ozop Energy Solutions, Inc.)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~disclosed in the General Disclosure Package, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Theriva Biologics, Inc.), Securities Purchase Agreement (Aptose Biosciences Inc.), Securities Purchase Agreement (Theriva Biologics, Inc.)

Title to Assets. Except as ~~set forth~~ disclosed on the attached Schedule ~~3.1(o~~3.1(p), 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~~ 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 ~~therefor~~ in accordance with ~~GAAP and~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Underwriting Agreement (Beam Global), Underwriting Agreement (Beam Global), Underwriting Agreement (Envision Solar International, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 securing bank indebtedness owed to Opus Bank, 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 ~~(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 with which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

Samples: Placement Agency Agreement (Medical Transcription Billing, Corp), Placement Agency Agreement (Medical Transcription Billing, Corp), Placement Agency Agreement (Medical Transcription Billing, Corp)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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(o) and 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 with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Nanosphere Inc), Securities Purchase Agreement (Nanosphere Inc), Securities Purchase Agreement (Nanosphere Inc)

Title to Assets. ~~Except~~ Other than as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance, except where the failure to so comply would not reasonably be expected to result in a Material Adverse Effect.

Appears in 5 contracts

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

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~disclosed in SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Seanergy Maritime Holdings Corp.), Securities Purchase Agreement (Seanergy Maritime Holdings Corp.), Securities Purchase Agreement (Seanergy Maritime Holdings Corp.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 in Schedule 3.1(n) and 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 with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Infinity Energy Resources, Inc), Securities Purchase Agreement (Digital Ally Inc), Securities Purchase Agreement (Exactus, Inc.)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Ironwood Gold Corp.), Securities Purchase Agreement (OxySure Systems Inc), Securities Purchase Agreement (OxySure Systems Inc)

Title to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (FACT, Inc.), Securities Purchase Agreement (Akers Biosciences, Inc.), Securities Purchase Agreement (Adhera Therapeutics, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned by them and good and marketable title in all personal property (including domain names) 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ 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~~ and ~~good and marketable title in~~ all personal property ~~owned by them~~ (excluding Intellectual Property Rights which are addressed below) 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~~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 with which the Company and the Subsidiaries are in compliance, except where failure to be in compliance could not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.), Underwriting Agreement (Nuwellis, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ 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~~ and ~~good and marketable title in~~ all personal property owned or used 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 4 contracts

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

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 disclosed on Schedule 3.1(m), (iii) 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 (iiiii) 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 with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Summit Semiconductor Inc.), Securities Purchase Agreement (Summit Semiconductor Inc.), Securities Purchase Agreement (Summit Semiconductor Inc.)

Title to Assets. Except as set forth on Schedule 3.1(o)) of the Disclosure Schedules, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 4 contracts

Samples: Placement Agency Agreement (Inpixon), Placement Agency Agreement (Inpixon), Placement Agency Agreement (Inpixon)

Title to Assets. Except as set forth on in Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (Avinger Inc), Securities Purchase Agreement (PARETEUM Corp)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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 with which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Prairie Operating Co.), Securities Purchase Agreement (Biohitech Global, Inc.), Securities Purchase Agreement (Biohitech Global, Inc.)

Title to Assets. Except as set forth on in the Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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,~~ valid and subsisting ~~and enforceable~~ leases with which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Future FinTech Group Inc.), Securities Purchase Agreement (Future FinTech Group Inc.), Securities Purchase Agreement (Future FinTech Group Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, 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~~ 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Underwriting Agreement (Cleanspark, Inc.), Underwriting Agreement (Cleanspark, Inc.), Underwriting Agreement (Bovie Medical Corp)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to or valid leasehold interests in all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: At the Market Offering Agreement (Genius Group LTD), At the Market Offering Agreement (Genius Group LTD), At the Market Offering Agreement (Genius Group LTD)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 securing bank indebtedness owed to Silicon Valley Bank, 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 ~~(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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Title to Assets. Except as set forth on Schedule ~~3.1(o)~~3.14, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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, except for (i) ~~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 and (ii) ~~Liens~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Exchange Agreement (AMEDICA Corp), Exchange Agreement (AMEDICA Corp), Exchange Agreement

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 in the SEC Reports and 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Appyea, Inc), Securities Purchase Agreement (Spectrum Global Solutions, Inc.), Securities Purchase Agreement (Spectrum Global Solutions, Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Unit Purchase Agreement (Guerrilla RF, Inc.), Unit Purchase Agreement (Summit Wireless Technologies, Inc.), Unit Purchase Agreement (Hoth Therapeutics, Inc.)

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cleveland Biolabs Inc), Securities Purchase Agreement (Cleveland Biolabs Inc), Securities Purchase Agreement (Cleveland Biolabs Inc)

Title to Assets. Except as set forth on Schedule 3.1(o), the Company and ~~the Subsidiaries have~~ each of its Subsidiaries, has good and marketable title in fee simple to all real property owned by ~~them~~ it and good and marketable title in all personal property owned by ~~them~~ it that is material to the business of the Company and ~~the Subsidiaries~~such Subsidiary, 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~~ or such Subsidiary 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~~ or any of its Subsidiaries ~~are~~ is held by ~~them~~ it under valid, subsisting and enforceable leases with which the Company ~~and the Subsidiaries are~~ or such Subsidiary is in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (INVO Bioscience, Inc.), Securities Purchase Agreement (INVO Bioscience, Inc.), Securities Purchase Agreement (INVO Bioscience, Inc.)

Title to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Liquid Media Group Ltd.), Securities Purchase Agreement (Titan Medical Inc), Securities Purchase Agreement (Titan Medical Inc)

Title to Assets. Except as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Troika Media Group, Inc.), Securities Purchase Agreement (180 Life Sciences Corp.), Securities Purchase Agreement (Mri Interventions, Inc.)

Title to Assets. ~~Except~~ Other than as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

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

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (MDNA Life Sciences, Inc.), Senior Promissory Note Purchase Agreement (Foxo Technologies Inc.), Securities Purchase Agreement (MDNA Life Sciences, Inc.)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~described in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Underwriting Agreement (VerifyMe, Inc.), Stock Purchase Agreement (Nephros Inc), Stock Purchase Agreement (Nephros Inc)

Title to Assets. Except ~~as set forth on Schedule 3.1(o)~~for any Permitted Lien currently outstanding, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Boldface Group, Inc.), Securities Purchase Agreement (Boldface Group, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o),~~ Each of the Company and ~~the~~ each of its Subsidiaries ~~have~~ has good and marketable title in fee simple to all real property owned by each of them and good and marketable title in all personal property owned by each of 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Verb Technology Company, Inc.), Securities Purchase Agreement (nFusz, Inc.)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(p), the Company and ~~the Subsidiaries have~~ each of its Subsidiaries, has good and marketable title in fee simple to all real property owned by ~~them~~ it and good and marketable title in all personal property owned by ~~them~~ it that is material to the business of the Company and ~~the Subsidiaries~~such Subsidiary, 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~~ or such Subsidiary and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made ~~therefor~~ thereof 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~~ or any of its Subsidiaries ~~are~~ is held by ~~them~~ it under valid, subsisting and enforceable leases with which the Company ~~and the Subsidiaries are~~ or such Subsidiary is in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Top Wealth Group Holding LTD), Securities Purchase Agreement (Top Wealth Group Holding LTD)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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,~~ 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Qt Imaging Holdings, Inc.), Securities Purchase Agreement (UpHealth, Inc.)

Appears in 2 contracts

Samples: Securities Purchase Agreement (China Xiangtai Food Co., Ltd.), Securities Purchase Agreement (China Xiangtai Food Co., Ltd.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ Subsidiaries, (ii) Liens listed on Schedule 3.1(n) and (iiiii) 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Mabvax Therapeutics Holdings, Inc.), Securities Purchase Agreement (RiceBran Technologies)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property (if any) owned by them 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, except as set forth on Schedule 3.1(v) and except for (i) ~~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 and (ii) ~~Liens~~ liens for the payment of federal, state or other taxes, for which appropriate reserves have been made ~~therefor~~ in accordance with GAAP ~~and,~~ 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~~ is held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

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

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Village Farms International, Inc.), Securities Purchase Agreement (Village Farms International, Inc.)

Title to Assets. Except as set forth on Schedule 3.1(o), the Company and ~~the Subsidiaries have~~ each of its Subsidiaries, has good and marketable title in fee simple to all real property owned by ~~them~~ it and good and marketable title in all personal property owned by ~~them~~ it that is material to the business of the Company and ~~the Subsidiaries~~such Subsidiary, 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~~ or such Subsidiary and (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made ~~therefor~~ thereof 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~~ or any of its Subsidiaries ~~are~~ is held by ~~them~~ it under valid, subsisting and enforceable leases with which the Company ~~and the Subsidiaries are~~ or such Subsidiary is in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.), Securities Purchase Agreement (Cheetah Net Supply Chain Service Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ case, except as set forth on Schedule 3.1(o), 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 with which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Xtant Medical Holdings, Inc.), Securities Purchase Agreement (Xtant Medical Holdings, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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(o) and 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~~ 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 with which the Company and the Subsidiaries are in compliance, except as would not have, individually or in the aggregate, a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (NAKED BRAND GROUP LTD), Securities Purchase Agreement (NAKED BRAND GROUP LTD)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ 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~~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 ~~with~~ of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: At the Market Offering Agreement (Toughbuilt Industries, Inc), At the Market Offering Agreement (Toughbuilt Industries, Inc)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the ~~Subsidiaries~~ Subsidiaries, taken as a whole, have good and marketable title in fee simple to all real property owned by them 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~~ Subsidiaries, taken as a whole, 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance with such exceptions as are not material and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Loop Industries, Inc.), Securities Purchase Agreement (Loop Industries, Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the Prospectus Supplement, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Placement Agency Agreement (China Ceramics Co., LTD), Placement Agency Agreement (China Ceramics Co., LTD)

Appears in 2 contracts

Samples: At the Market Offering Agreement (SeaStar Medical Holding Corp), At the Market Offering Agreement (Avinger Inc)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~4.1(l), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Purchase Agreement (NaturalShrimp Inc), Purchase Agreement (NaturalShrimp Inc)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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(h) and 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.), Securities Purchase Agreement (Digital Brands Group, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real ~~property~~ property, if any, owned by them 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 (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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (PishPosh, Inc.), Securities Purchase Agreement (Mechanical Technology Inc)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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) Permitted Liens, (ii) 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 (iiiii) 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 with which the Company and the Subsidiaries are in compliance, except as would not have or reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Nuvve Holding Corp.), Securities Purchase Agreement (Shuttle Pharmaceuticals Holdings, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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) Permitted Liens, (ii) 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 (iiiii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with ~~GAAP~~ 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 with which the Company and the Subsidiaries are in compliance, except as would not have or reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Genius Group LTD), Securities Purchase Agreement (Genius Group LTD)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 (which Liens shall specifically include purchase money Liens) 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Iconic Brands, Inc.), Securities Purchase Agreement (Iconic Brands, Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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,~~ or 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Stronghold Digital Mining, Inc.), Securities Purchase Agreement (Stronghold Digital Mining, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ 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~~ and ~~good and marketable title in~~ all personal property ~~owned by them~~ that is material to the business of the Company and the ~~Subsidiaries~~Subsidiaries as the business is described in the SEC Reports, 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Underwriting Agreement (Moleculin Biotech, Inc.), Underwriting Agreement (Moleculin Biotech, Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: At the Market Offering Agreement (Cleanspark, Inc.), At the Market Offering Agreement (Cleanspark, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to or valid leasehold interest in all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (CYREN Ltd.), Securities Purchase Agreement (CYREN Ltd.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property described in the SEC Reports as being 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 foreign, 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 with which the Company and the Subsidiaries are in compliance, except for instances of noncompliance which could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (electroCore, Inc.)

Title to Assets. Except as ~~set forth on~~ disclosed in the SEC Reports or Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and ~~marketable~~ valid title in fee simple to all real property owned by them and good and ~~marketable~~ valid 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Osage Exploration & Development Inc)

Title to Assets. Except as set forth on in Schedule ~~3.1(o~~3.1(q), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stellar Biotechnologies, Inc.)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Siyata Mobile Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple or valid leasehold interests in to all real property owned by them 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~~ 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Genius Group LTD)

Title to Assets. Except as ~~set forth~~ disclosed on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (MGT Capital Investments, Inc.)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Ventures, Inc.)

Title to Assets. Except as set forth on ~~Schedule 3.1(o)~~20-F released on October 31, 2023, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance which the failure to so have could have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (BIT ORIGIN LTD)

Title to Assets. Except as set ~~forth on Schedule 3.1(o)~~xxxx in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance, except where such non-compliance, if any, woud not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (SeaStar Medical Holding Corp)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property described in the SEC Reports as being 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 foreign, 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 with which the Company and the Subsidiaries are in compliance, except for instances of noncompliance which could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Clene Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: At the Market Offering Agreement (Biotricity Inc.)

Title to Assets. Except as set forth on Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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, except for (i) ~~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 and (ii) ~~Liens~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Exchange Agreement (Immune Pharmaceuticals Inc)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ Subsidiaries, (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made therefor in accordance with GAAP ~~and,~~ and the payment of which is neither delinquent nor subject to ~~penalties~~penalties and (iii) such as would not, individually or in the aggregate, result in a Material Adverse Effect. Any real property and facilities currently held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and the Subsidiaries are in ~~compliance~~compliance in all material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Rigetti Computing, Inc.)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~described in the SEC Reports, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Unit Purchase Agreement (FTE Networks, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 in Schedule 3.1(o) and 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~~ state, foreign or other taxes, for which appropriate reserves have been made therefor in accordance with ~~GAAP~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Siyata Mobile Inc.)

Title to Assets. Except as ~~set forth on~~ disclosed in Schedule ~~3.1(o~~3.1(l), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ state, Foreign 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Orgenesis Inc.)

Title to Assets. ~~Except~~ Other than as set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cytrx Corp)

Title to Assets. Except as for the Liens set forth on Schedule 3.1(o), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Sugarfina Corp)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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) Permitted Liens; (ii) 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 (iiiii) 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 with which the Company and the Subsidiaries are in ~~compliance~~compliance except where the invalidity, enforceability or noncompliance would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (22nd Century Group, Inc.)

Title to Assets. Except as set forth ~~on Schedule 3.1(o)~~in the SEC Reports, ~~the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Durect Corp)

Appears in 1 contract

Samples: Securities Purchase Agreement (Lizhi Inc.)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~disclosed in the SEC Reports, 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~~ 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~~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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Underwriting Agreement (Biolase, Inc)

Title to Assets. Except as ~~set forth on~~ provided in Schedule ~~3.1(o~~3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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,~~ 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Imperial Petroleum Inc)

Title to Assets. Except as ~~set forth on Schedule 3.1(o)~~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 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 with which the Company and the Subsidiaries are in compliance, except where the failure to be in such compliance would not be reasonably expected to have, individually or in the aggregate, a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Apyx Medical Corp)

Appears in 1 contract

Samples: Securities Purchase Agreement (RiceBran Technologies)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ 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~~ 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, and (iii) Liens described in 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 ~~with~~ of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Placement Agent Agreement (Oculus Innovative Sciences, Inc.)

Title to Assets. ~~Except as set forth on Schedule 3.1(o), the~~ The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them 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~~ Subsidiaries, (ii) Liens listed on Schedule 3.1(o) and (iiiii) 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 with which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (RiceBran Technologies)

Common use of Title to Assets Clause in Contracts