Common use of Title to, Condition and Sufficiency of Assets Clause in Contracts

Title to, Condition and Sufficiency of Assets. (a) The Company has title to, or valid leasehold interest in all of its properties and assets, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Section 3.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has provided to Parent true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not own, nor has it ever owned, any real property.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (TrueCar, Inc.)

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Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest in all of its properties and assetsproperties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Section 3.8(aSchedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has provided to Parent Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not own, nor has it ever owned, currently own any real property.

Appears in 1 contract

Samples: Share Purchase Agreement (Marin Software Inc)

Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest in all of its properties and assetsproperties, and interests in properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practice), or, with respect to leased properties and assets, valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Section 3.8(aSchedule 2.8(a) of the Company Disclosure Letter identifies each parcel of real property leased by the Company. The Company has provided made available to Parent Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not own, nor has it ever owned, currently own any real property.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Marin Software Inc)

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Title to, Condition and Sufficiency of Assets. (a) The Company has good title to, or valid leasehold interest in all of its properties and assetstangible properties, and interests in tangible properties and assets, real and personal, reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date (except properties and assets, or interests in properties and assets, sold or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with past practicepractices), or, with respect to leased tangible properties and assets, valid leasehold interests in such properties and assets that afford the Company valid leasehold possession of the properties and assets that are the subject of such leases, in each case, case free and clear of all Encumbrances, except Permitted Encumbrances. Section 3.8(a2.8(a) of the Company Disclosure Letter Schedule identifies each parcel of real property leased by the Company. The Company has provided made available to Parent Acquirer true, correct and complete copies of all leases, subleases and other agreements under which the Company uses or occupies or has the right to use or occupy, now or in the future, any real property or facility, including all modifications, amendments and supplements thereto. The Company does not own, nor has it ever owned, currently own any real property.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logiq, Inc.)

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