Common use of Title to Assets Clause in Contracts

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 70 contracts

Samples: Securities Purchase Agreement (Sibling Group Holdings, Inc.), Securities Purchase Agreement (Shenzhen City Qianhai Xinshi Education Management Co., Ltd.), Securities Purchase Agreement (Bulldog Technologies Inc)

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Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 26 contracts

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

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

Appears in 22 contracts

Samples: Securities Purchase Agreement (Genprex, Inc.), Securities Purchase Agreement (MassRoots, Inc.), Securities Purchase Agreement (Rasna Therapeutics Inc.)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the them. The Company and the its Subsidiaries and have good and marketable title in to all tangible personal property owned by them that is material to the business of the Company and the its Subsidiaries, taken as whole, in each case free and clear of all Liens, Liens except for Liens such 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 any of its Subsidiaries. Any real property and facilities held under lease by the Company and the any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of which such property and buildings by the Company and the Subsidiaries are in complianceits Subsidiaries.

Appears in 16 contracts

Samples: Securities Purchase Agreement (Rallybio Corp), Securities Purchase Agreement (Blue Ridge Bankshares, Inc.), Securities Purchase Agreement (Rallybio Corp)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the them, if any. The Company and the its Subsidiaries and have good and marketable title in to all tangible personal property owned by them that is material to the business of the Company and the its Subsidiaries, taken as whole, in each case free and clear of all Liens, Liens except for Liens as disclosed in Schedule 3.1(o) or such 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 any of its Subsidiaries. Any real property and facilities held under lease by the Company and the any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of which such property and facilities by the Company and the Subsidiaries are in complianceits Subsidiaries.

Appears in 9 contracts

Samples: Securities Purchase Agreement (Q BioMed Inc.), Securities Purchase Agreement (Mri Interventions, Inc.), Securities Purchase Agreement (Q BioMed Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for such as are described in the SEC Reports or 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Appears in 7 contracts

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

Title to Assets. The Company and the its Subsidiaries have good and marketable valid title in fee simple to or leasehold rights for all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens disclosed in Schedule 3.12 or as do not materially affect not, individually or in the value of such property and do not aggregate, materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the its Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance; except as would not, individually or in the aggregate, reasonably be expected to have or result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.), Securities Purchase Agreement (Rexahn Pharmaceuticals, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title to all mineral rights, interests that, individually or in the aggregate, are material to the business of the Company and the Subsidiaries and good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 6 contracts

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

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Versar Inc), Securities Purchase Agreement (Gurunet Corp), Securities Purchase Agreement (Medifast Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any And to the Company's knowledge, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Waverider Communications Inc), Securities Purchase Agreement (Svi Solutions Inc), Securities Purchase Agreement (Waverider Communications Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect the value of such property and do not materially interfere with the use made made, and proposed to be made made, of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases leases, free and clear of all Liens, of which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Common Stock Purchase Agreement (SB Asia Infrastructure Fund L.P.), Common Stock Purchase Agreement (Intelligroup Inc), Common Stock Purchase Agreement (Venture Tech Assets Ltd.)

Title to Assets. The Except as set forth on Schedule 3.1(k), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc), Securities Purchase Agreement (International Isotopes Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the SubsidiariesSubsidiaries and (ii) Permitted Liens. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Cool Technologies, Inc.), Securities Purchase Agreement (Cool Technologies, Inc.), Securities Purchase Agreement (Endonovo Therapeutics, Inc.)

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

Appears in 5 contracts

Samples: Securities Purchase Agreement (United States Antimony Corp), Securities Purchase Agreement (United States Antimony Corp), Securities Purchase Agreement (United States Antimony Corp)

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

Appears in 5 contracts

Samples: Securities Purchase Agreement (China Valves Technology, Inc), Securities Purchase Agreement (China Information Security Technology, Inc.), Securities Purchase Agreement (China Valves Technology, Inc)

Title to Assets. The Except as set forth on Schedule 3.1(k), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Wells Gardner Electronics Corp), Securities Purchase Agreement (Wells Gardner Electronics Corp), Securities Purchase Agreement (Qmed Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except as set forth in Schedule 3.1(n) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Arotech Corp), Securities Purchase Agreement (Nastech Pharmaceutical Co Inc), Securities Purchase Agreement (Arotech Corp)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all any real property owned by them that is material to the business of the them. The Company and the its Subsidiaries and have good and marketable title in to all tangible personal property owned by them that is material to the business of the Company and the its Subsidiaries, taken as whole, in each case free and clear of all Liens, Liens except for Liens such 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 any of its Subsidiaries. Any real property and facilities held under lease by the Company and the any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of which such property and buildings by the Company and the Subsidiaries are in complianceits Subsidiaries.

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (Net TALK.COM, Inc.), Securities Purchase Agreement (Net TALK.COM, Inc.)

Title to Assets. The Except as set forth on Schedule 3.1(k) hereto, the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect not, individually or in 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 Subsidiariesaggregate, have or result in a Material Adverse Effect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 4 contracts

Samples: Note Purchase Agreement, Senior Secured Note Amendment Agreement (Pacific Ethanol, Inc.), Note Purchase Agreement (Pacific Ethanol, Inc.)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that it that, in each case, is material to the business of the Company and the its Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially and adversely (x) affect the value of such property and do not materially or (y) interfere with the use made and proposed to be made of such property by the Company and the its Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are or a Subsidiary is held by them it under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries or such Subsidiary (as applicable) are in compliance.

Appears in 4 contracts

Samples: Note Purchase Agreement (Alternus Clean Energy, Inc.), Note Purchase Agreement (iSpecimen Inc.), Securities Purchase Agreement (Advent Technologies Holdings, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 4 contracts

Samples: Convertible Note Purchase Agreement, Convertible Note Purchase Agreement (Elandia, Inc.), Convertible Secured Debenture Purchase Agreement (Health Systems Solutions Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, except liens in favor of (i) the Company's line of credit lender, and (ii) nominal office equipment lease interests. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

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

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

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cougar Biotechnology, Inc.), Securities Purchase Agreement (Cougar Biotechnology, Inc.), Securities Purchase Agreement (Nile Therapeutics, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as 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 SubsidiariesSubsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Placement Agent Agreement (Palatin Technologies Inc), Placement Agent Agreement (Palatin Technologies Inc), Placement Agent Agreement (Palatin Technologies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Interactive Systems Worldwide Inc /De), Securities Purchase Agreement (Interactive Systems Worldwide Inc /De), Securities Purchase Agreement (Interactive Systems Worldwide Inc /De)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Permitted Liens and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tag It Pacific Inc), Securities Purchase Agreement (Electronic Clearing House Inc), Securities Purchase Agreement (Tarrant Apparel Group)

Title to Assets. The Except as disclosed in Schedule 3.1(n), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Qiao Xing Universal Telephone Inc), Securities Purchase Agreement (Qiao Xing Universal Telephone Inc), Securities Purchase Agreement (IsoRay, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where such failure to be in compliance would not have a Material Adverse Effect.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Authentidate Holding Corp), Securities Purchase Agreement (Authentidate Holding Corp), Securities Purchase Agreement (Authentidate Holding Corp)

Title to Assets. The Company and the Subsidiaries --------------- have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Storage Computer Corp), Securities Purchase Agreement (Zoltek Companies Inc), Securities Purchase Agreement (Zoltek Companies Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Ipix Corp), Securities Purchase Agreement (Ipix Corp), Securities Purchase Agreement (Icad Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where such non-compliance would not reasonably be expected to, individually or in the aggregate, have or result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Bluephoenix Solutions LTD), Securities Purchase Agreement (Bluephoenix Solutions LTD), Securities Purchase Agreement (Bluephoenix Solutions LTD)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are are, to the best of the Company’s knowledge, in compliance.

Appears in 2 contracts

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

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Internet Commerce Corp), Securities Purchase Agreement (Irvine Sensors Corp/De/)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens as that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries, and except for Liens set forth in the Financial Statements or SEC Reports. Any All real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Energy Focus, Inc/De), Securities Purchase Agreement (Energy Focus, Inc/De)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect not, individually or in the value of such property and do not materially interfere with aggregate, have or result in a Material Adverse Effect. To the use made and proposed to be made of such property by the Company and the Subsidiaries. Any Company’s knowledge, 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 of which the Company and the Subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Scientific Learning Corp), Securities Purchase Agreement (Akeena Solar, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for 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 SubsidiariesSubsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of with which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Borqs Technologies, Inc.), Securities Purchase Agreement (Hythiam Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and and, to the Company's knowledge, enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

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

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that and used in the conduct of their business as it is material to the business of presently conducted, and the Company and the Subsidiaries and good and marketable title in all personal property owned by them that and used in the conduct of their business as it is material to the business of the Company and the Subsidiariespresently conducted, in each case case, other than the security interest described in Schedule 3.1(aa), free and clear of all Liens, except for Liens as that do not materially affect not, individually or in 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 Subsidiariesaggregate, have or result in a Material Adverse Effect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Dyadic International Inc), Securities Purchase Agreement (Dyadic International Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance except such non-compliance as would not have a Material Adverse Effect.

Appears in 2 contracts

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

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except as set forth in Schedule 3(n) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 2 contracts

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

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Company and its Subsidiaries and have good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as that do not materially affect not, individually or in the value of such property and do not materially interfere with aggregate, have or result in a Material Adverse Effect. To the use made and proposed to be made of such property by the Company and the Subsidiaries. Any Company’s knowledge, 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 of which the Company and the Subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Unsecured Convertible Note and Warrant Purchase Agreement (Stratos Renewables CORP), Secured Note and Common Stock Purchase Agreement (Stratos Renewables CORP)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens pursuant to the credit facilities disclosed in the SEC Reports and other 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Subscription Agreement (Metron Technology N V), Subscription Agreement (Metron Technology N V)

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

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens granted to the Company’s lender and other 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc), Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide Inc)

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Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Galaxy Energy Corp), Securities Purchase Agreement (Galaxy Energy Corp)

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

Appears in 1 contract

Samples: Securities Exchange Agreement (Retail Pro, Inc.)

Title to Assets. The Company and the Subsidiaries have --------------- good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Applied Digital Solutions Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable valid title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Permitted Liens as and Liens that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any To the knowledge of the Company, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except as could not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Tut Systems Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Lmic Inc)

Title to Assets. The Company and the its Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all tangible personal property owned by them that is material to the business of the Company and the its Subsidiaries, taken as whole, in each case free and clear of all Liens, Liens except for Liens as disclosed in Schedule 3.1(o) or such 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 any of its Subsidiaries. Any real property and facilities held under lease by the Company and the any of its Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in complianceleases.

Appears in 1 contract

Samples: Securities Purchase Agreement (Mri Interventions, Inc.)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (SunGame Corp)

Title to Assets. The Except as set forth on Schedule 3.1(k), the Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which which, to the Company's knowledge, the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Stockeryale Inc)

Title to Assets. The Company and its Subsidiaries own or lease no real property except as described in the SEC Reports. The Company and its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the its Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect in favor of Purchaser and other Liens that could not, if enforced, individually or in the value of such property and do not materially interfere with the use made and proposed aggregate, reasonably be expected to be made of such property by the Company and the Subsidiarieshave or result in a Material Adverse Effect. Any real property and facilities held under lease by the Company and the its Subsidiaries are held by them under valid, subsisting and enforceable leases of as to which the Company and the its Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Secured Convertible Note and Warrant Purchase Agreement (Bulova Technologies Group, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where the failure to so hold would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Eagle Broadband Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any Except as set forth in Schedule 3.1(k), any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Orchid Biosciences Inc)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except as set forth in Schedule 3.1(n) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Smartserv Online Inc)

Title to Assets. Neither the Company nor any of the Subsidiaries has title to any real property. 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 Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens in favor of Lenders under the Credit Facilities and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any To the Company's knowledge, any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Integrated Healthcare Holdings Inc)

Title to Assets. The To the Company’s knowledge, the Company and the Subsidiaries have good and marketable valid 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 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 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Arena Pharmaceuticals Inc)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens granted to the Company's lender and other 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Quantum Fuel Systems Technologies Worldwide, Inc.)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (AMERICAN POWER GROUP Corp)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Natural Health Trends Corp)

Title to Assets. The Company and the Subsidiaries have good and ----------------- marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except as set forth in Schedule 3.1(n) --------------- and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliancecompliance in all material respects.

Appears in 1 contract

Samples: Securities Purchase Agreement (Electric Fuel Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to their respective the business of the Company and the Subsidiariesbusinesses, in each case free and clear of all Liens, except as set forth in Section 3.1(n), and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Planar Systems Inc)

Title to Assets. The Company and the its Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Company and its Subsidiaries and have good and marketable title in all personal property owned by them that is material to the business of the Company and the its Subsidiaries, in each case free and clear of all Liens, except for Liens as do security deposits, statutory liens, bankers’ liens and other immaterial encumbrances 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 Subsidiariessecuring indebtedness for borrowed money. Any real property and facilities held under lease by the Company and the its Subsidiaries are held by them under valid, valid and subsisting and enforceable leases of which the Company and the its Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Secured Convertible Note Purchase Agreement (Searchlight Minerals Corp.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens identified as Permitted Liens under the Security Agreement and Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (ProLink Holdings Corp.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that and used in the conduct of their business as it is material to the business of presently conducted, and the Company and the Subsidiaries and good and marketable title in all personal property owned by them that and used in the conduct of their business as it is material to the business of the Company and the Subsidiariespresently conducted, in each case case, other than the security interest described in Schedule 2.10 hereto, free and clear of all Liens, except for Liens as that do not materially affect not, individually or in 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 Subsidiariesaggregate, have or result in a Material Adverse Effect. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Ballistic Recovery Systems Inc)

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

Appears in 1 contract

Samples: Investment Agreement (NewStar Financial, Inc.)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except as set forth in SCHEDULE 3.1(N) and except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Peregrine Pharmaceuticals Inc)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (AMERICAN POWER GROUP Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance, except where the failure to be in compliance would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Matritech Inc/De/)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries their respective businesses and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiariestheir respective businesses, in each case free and clear of all Liens, except for Liens specified in Schedule 3.1(o) and such other 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. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Zix Corp)

Title to Assets. The Company and the Subsidiaries have good and marketable title in fee simple to all real property owned by them that is material to the business of the Company and the Subsidiaries and good and marketable title in all personal property owned by them that is material to the business of the Company and the Subsidiaries, in each case free and clear of all Liens, except for (i) Liens as do that would not materially affect individually or in the value of such property aggregate have a Material Adverse Effect and do not materially interfere with (ii) Liens disclosed in the use made and proposed to be made of such property by the Company and the SubsidiariesProspectus. Any real property and facilities held under lease by the Company and the Subsidiaries are held by them under valid, subsisting and enforceable leases of which the Company and the Subsidiaries are in complianceleases.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nanogen Inc)

Title to Assets. The Each of the Company and the its Subsidiaries have has good and marketable title in fee simple to all of their respective 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 reflected in the business Commission Documents, free of the Company and the Subsidiariesmortgages, in each case free and clear of all Lienspledges, charges, liens, security interests or other encumbrances, except for Liens as those indicated in the Commission Documents and those that do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its Subsidiaries or otherwise do not result in a Material Adverse Effect. To the Subsidiaries. Any Company’s Knowledge, all real property and facilities held under lease by the Company and the or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of which such property and buildings by the Company and the Subsidiaries are in complianceor any of its Subsidiaries.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (ARYx Therapeutics, Inc.)

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