Common use of Title to Assets Clause in Contracts

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

Appears in 23 contracts

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

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

Appears in 15 contracts

Samples: Securities Exchange Agreement (Gme Innotainment, Inc.), Securities Exchange Agreement (Gme Innotainment, Inc.), Securities Exchange Agreement (Grow Solutions Holdings, Inc.)

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

Appears in 12 contracts

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

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyit, 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 payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any To the knowledge of the Company, any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in material compliance.

Appears in 7 contracts

Samples: Common Stock Purchase Agreement (Tapimmune Inc.), Common Stock Purchase Agreement (Oragenics Inc), Common Stock Purchase Agreement (Oragenics Inc)

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

Appears in 7 contracts

Samples: Securities Purchase Agreement (SinglePoint Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.), Securities Purchase Agreement (Bruush Oral Care Inc.)

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

Appears in 6 contracts

Samples: Subscription Agreement (Players Network), Subscription Agreement (Players Network), Subscription Agreement (Players Network)

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

Appears in 5 contracts

Samples: Securities Purchase Agreement (Catalyst Pharmaceutical Partners, Inc.), Securities Purchase Agreement (Catalyst Pharmaceutical Partners, Inc.), Securities Purchase Agreement (Catalyst Pharmaceutical Partners, Inc.)

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

Appears in 5 contracts

Samples: Securities Exchange Agreement (Gme Innotainment, Inc.), Securities Exchange Agreement (Quanta Inc), Securities Exchange Agreement (Gme Innotainment, Inc.)

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

Appears in 4 contracts

Samples: Securities Purchase Agreement (Huifeng Bio-Pharmaceutical Technology, Inc.), Securities Purchase Agreement (Future Now Group Inc.), Securities Purchase Agreement (Advanced Magnetics Inc)

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

Appears in 4 contracts

Samples: Securities Purchase Agreement (Global Resource CORP), Securities Purchase Agreement (Global Resource CORP), Securities Purchase Agreement (Global Resource CORP)

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

Appears in 4 contracts

Samples: Placement Agency Agreement (Z Trim Holdings, Inc), Placement Agency Agreement (Z Trim Holdings, Inc), Placement Agency Agreement (Z Trim Holdings, Inc)

Title to Assets. The Company has and its Subsidiaries have good and marketable title in fee simple to all real property owned by it that them as set forth in the SEC Reports. The Company and its Subsidiaries have good and marketable title to all tangible personal property owned by them which is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits Subsidiaries, in each case free and clear of all Liensliens, encumbrances and defects 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 Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penaltiesits Subsidiaries. Any real property and facilities held under lease by the Company or its Subsidiaries are held by it them under valid, subsisting and enforceable leases with which such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company is in complianceand its Subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (World Heart Corp), Securities Purchase Agreement (World Heart Corp), Securities Purchase Agreement (World Heart Corp)

Title to Assets. The Company does not own any real property. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all tangible personal property owned by it that which is material to the business of the Company, 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 except for Liens for the payment of federal, state or other taxes, taxes for which appropriate reserves have been made in accordance with GAAP and the payment of which is neither not delinquent nor or subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which such exceptions as are not material and do not interfere with the Company is in complianceuse made of such property and buildings by the Company.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Great American Group, Inc.), Securities Purchase Agreement (Ignyta, Inc.), Securities Purchase Agreement (Ignyta, Inc.)

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

Appears in 3 contracts

Samples: Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Adven Inc.), Securities Purchase Agreement (Intrinsic Medicine, Inc.)

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

Appears in 3 contracts

Samples: Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/), Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/), Securities Purchase Agreement (Cortex Pharmaceuticals Inc/De/)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for Liens disclosed in the Offering Circular, 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 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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 3 contracts

Samples: Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.), Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.), Joint Bookrunning Manager Agreement (Chicken Soup for the Soul Entertainment, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the its business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits business, 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 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 are is held by it them under valid, subsisting and enforceable leases with of which the Company is in compliance.

Appears in 3 contracts

Samples: Rexahn Pharmaceuticals, Inc., Rexahn Pharmaceuticals, Inc., Rexahn Pharmaceuticals, Inc.

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

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ocean Resources Inc), Securities Purchase Agreement (Reva Inc)

Title to Assets. The Company does not own any real property. Except as set forth in the SEC Reports, the Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and 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 are held by it them under valid, subsisting and enforceable leases with which the Company is in compliance, except where such non-compliance would not reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Recovery Energy, Inc.), Securities Purchase Agreement (Recovery Energy, Inc.)

Title to Assets. The Company does not own any real property. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it them that is material to the business of the Company, 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 (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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliancecompliance in all material respects.

Appears in 2 contracts

Samples: Underwriting Agreement (NovaBay Pharmaceuticals, Inc.), Underwriting Agreement (NovaBay Pharmaceuticals, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business Business of the Company, 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 (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 are held by it them under valid, subsisting subsisting, and enforceable leases with which the Company is and the subsidiaries are in material compliance.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Dominari Holdings Inc.), Membership Interest Purchase Agreement (AIkido Pharma Inc.)

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

Appears in 2 contracts

Samples: Terms Agreement (NovaBay Pharmaceuticals, Inc.), Market Offering Agreement (NovaBay Pharmaceuticals, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable valid title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and 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 are held by it under valid, subsisting and enforceable leases with of which the Company is 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 (Power 3 Medical Products Inc), Securities Purchase Agreement (Power 3 Medical Products Inc)

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

Appears in 2 contracts

Samples: Securities Purchase Agreement (Sulphco Inc), Securities Purchase Agreement (Grant Life Sciences, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business businesses of the Company Company, and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, 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 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 are is held by it under valid, subsisting and enforceable leases with of which the Company is in compliance.

Appears in 2 contracts

Samples: Master Exchange Agreement (FP Technology, Inc.), Master Exchange Agreement (FP Technology, Inc.)

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

Appears in 2 contracts

Samples: Subscription Agreement (Neutron Enterprises Inc), Securities Purchase Agreement (Neutron Enterprises Inc)

Title to Assets. The Company does not own any real estate. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it them that is material to the business of the Company, 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 (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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 2 contracts

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

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it them that is material to the business of the Company, 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 (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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 2 contracts

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

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

Appears in 1 contract

Samples: Escrow Agreement (Vicor Technologies, Inc.)

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

Appears in 1 contract

Samples: Rxi Pharmaceuticals Corp

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

Appears in 1 contract

Samples: Stock Purchase Agreement (ZEC, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it them that is material to the business of the Company, 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 (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 The Company does not own any real property and any real property and facilities held under lease by the Company are held by it them under valid, subsisting and enforceable leases with which the Company is are in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (In8bio, Inc.)

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

Appears in 1 contract

Samples: Stock Purchase Agreement (Parkervision Inc)

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

Appears in 1 contract

Samples: Securities Subscription Agreement (Marshall Edwards Inc)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, 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 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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (GS Valet, Inc.)

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Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that that, in each case, is material to the business of the Company, in each case Company 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 payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penaltiespenalties in any material respect. Any real property and facilities held under lease by the Company are is held by it them under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Share Exchange Agreement (Cybergy Holdings, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all tangible personal property owned by it them that is material to the business of the Company, Company in each case free and clear of all Liensliens, except for Liens as 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 Liens liens for the payment of federal, state 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 are is held by it under valid, subsisting subsisting, and enforceable leases with which the Company is in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (PANAMERA HEALTHCARE Corp)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the its business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits business, 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 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 are held by it under valid, subsisting and enforceable leases with which the Company is in compliance, except where such non-compliance would not have or reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Interleukin Genetics Inc

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

Appears in 1 contract

Samples: Subscription Agreement (US Uranium Inc.)

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

Appears in 1 contract

Samples: Subscription Agreement (Confederate Motors, Inc.)

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

Appears in 1 contract

Samples: Titan Pharmaceuticals Inc

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

Appears in 1 contract

Samples: Securities Subscription Agreement (Gentium S.p.A.)

Title to Assets. The Company does not own any real property. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all tangible personal property owned by it that which is material to the business of the Company, 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 except for Liens for the payment of federal, state or other taxes, taxes for which appropriate reserves have been made in accordance with GAAP and the payment of which is neither not delinquent nor or subject to penalties. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which such exceptions as are not material and do not materially interfere with the Company is in complianceuse made of such property and buildings by the Company.

Appears in 1 contract

Samples: Registration Rights Agreement (Pieris Pharmaceuticals, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the its business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits business, 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 payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penaltiesnot delinquent. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with of which the Company is in material compliance.

Appears in 1 contract

Samples: Stock Purchase Agreement (Medlink International, Inc.)

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Paid Inc)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the its business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits business, in each case free and clear of all Liens, except for Liens disclosed in the SEC Reports 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 Liens for Company. Except as disclosed on Schedule 3.1(n) or in the payment of federalSEC Reports, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any all real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with of which the Company is in substantial compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Alfacell Corp)

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

Appears in 1 contract

Samples: Securities Subscription Agreement (Gentium S.p.A.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it them that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the CompanyCompany , 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 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 are is held by it under valid, subsisting and enforceable leases with of which the Company is in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Bionovo Inc)

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

Appears in 1 contract

Samples: Rexahn Pharmaceuticals, Inc.

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

Appears in 1 contract

Samples: Securities Purchase Agreement (Ix Energy Holdings, Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it them that is material to the business of the Company, 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 (ii) Liens for the payment of federal, state or other taxes, for which appropriate reserves have been made and, the payment of which is neither delinquent nor subject to penalties. The Company does not own any real property. Any real property and facilities held under lease by the Company are held by it under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (2304101 Ontario Inc.)

Title to Assets. The Company does not own any real property. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, 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 (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 are is held by it under valid, subsisting and enforceable leases with which the Company is in compliancecompliance in all material respects.

Appears in 1 contract

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

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liensliens, except for Liens (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 Liens (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 are held by it them under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Subscription Agreement (Wins Finance Holdings Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it them that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, in each case free and clear of all Liens, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and 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 are held by it them under valid, subsisting and enforceable leases with of which the Company is 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: Master Amendment Agreement (Emagin Corp)

Title to Assets. The Except as set forth in the Company SEC Documents, the Company has good and marketable title in fee simple to all real property and personal property owned by it the Company that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companytaken as a whole, 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 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 that are material to the business of the Company are held by it the Company under valid, subsisting and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solid Biosciences Inc.)

Title to Assets. The Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Company, 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 Liens for the payment of federal, state 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 are held by it under valid, subsisting subsisting, and enforceable leases with which the Company is in compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (American Eagle Energy Inc.)

Title to Assets. The Except for property that is specifically the subject of, and covered by, other representations and warranties as to ownership or title contained herein, the Company has good and marketable title in fee simple to all real property owned by it that is material to the business of the Company and good and marketable title in all personal property owned by it that is material to the business of the Companyits business, 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 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 are held by it under valid, subsisting and enforceable leases with of which the Company is in material compliance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Voyager Oil & Gas, Inc.)

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