Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) those resulting from taxes which have not yet become delinquent; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 35 contracts
Samples: Securities Purchase Agreement (Petrol Oil & Gas Inc), Securities Purchase Agreement (Vertical Health Solutions Inc), Securities Purchase Agreement (Powercold Corp)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its SubsidiariesCompany; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 16 contracts
Samples: Securities Purchase Agreement (American Water Star Inc), Securities Purchase Agreement (Paincare Holdings Inc), Securities Purchase Agreement (Transgenomic Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estatesinterests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and
(c) those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser therein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 15 contracts
Samples: Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc), Note Purchase Agreement (Biovest International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair (ordinary wear and tear excepted) and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 5 contracts
Samples: Securities Purchase Agreement (Incentra Solutions, Inc.), Securities Purchase Agreement (Incentra Solutions, Inc.), Securities Purchase Agreement (Elec Communications Corp)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which it is to the Company's belief do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc), Securities Purchase Agreement (Synergy Brands Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable valid title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it any of them is a party or is otherwise bound.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Corgenix Medical Corp/Co), Securities Purchase Agreement (Friendlyway CORP), Securities Purchase Agreement (Corgenix Medical Corp/Co)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 3 contracts
Samples: Security and Purchase Agreement (Maxim Mortgage Corp/), Security Agreement (Catalyst Lighting Group Inc), Security Agreement (Hesperia Holding Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.93.8, each of the Company and each of its Subsidiaries has good and marketable title to its respective properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (a) those resulting from taxes which have not yet become delinquent;
; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of businessbusiness and (d) the Permitted Liens. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in reasonably good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.93.8, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Interwest Partners Viii Lp), Securities Purchase Agreement (Anesiva, Inc.), Securities Purchase Agreement (Anesiva, Inc.)
Title to Properties and Assets; Liens, Etc. (a) Except as set forth on Schedule 4.9, each 4.9(a) which shall set forth liens levied on the Company existing on the date hereof ("Permitted Liens") or as disclosed in any Exchange Act Filings filed as of the date hereof, the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (a) those resulting from taxes which have not yet become delinquent;
, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
Company, and (c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9(b) or as disclosed in any Exchange Act Filings filed as of the date hereof, the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Ophthalmic Imaging Systems), Securities Purchase Agreement (Ophthalmic Imaging Systems)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.93.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.93.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bio Key International Inc), Securities Purchase Agreement (Bio Key International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estatesinterests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor Minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries, so long as in each such case, such liens and encumbrances have no effect on the lien priority of the Purchaser in such property; and
(cb) those Those that have otherwise arisen in the ordinary course of business, so long as they have no effect on the lien priority of the Purchaser therein. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Iwt Tesoro Corp), Securities Purchase Agreement (Iwt Tesoro Corp)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.94.9 or as disclosed in any Exchange Act Filings, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9 or as disclosed in any Exchange Act Filings, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Greenman Technologies Inc), Securities Purchase Agreement (Greenman Technologies Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the The Company and each of its Subsidiaries Subsidiary has good and marketable title to its their respective properties and assets, including the properties and assets reflected in the most recent balance sheet included in the SEC Reports, and good title to its their respective leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (ai) those resulting from taxes which have not yet become delinquent;
, (bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
Subsidiary, and (ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries or any Subsidiary are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the The Company and its Subsidiaries are each Subsidiary is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Subscription Agreement (Microcide Pharmaceuticals Inc), Subscription Agreement (Essential Therapeutics Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.94.9 or as disclosed in the Exchange Act Filings, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (a) those resulting from taxes which have not yet become delinquent;
, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
Company, (c) those that have otherwise arisen in the ordinary course of businessbusiness and (d) those that arise pursuant to the transactions described in this Agreement and the Related Agreements. All To the Company’s knowledge, all facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9 or as disclosed in the Exchange Act Filings, the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Numerex Corp /Pa/), Securities Purchase Agreement (Numerex Corp /Pa/)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair repair, ordinary wear and tear excepted, and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (National Investment Managers Inc.), Securities Purchase Agreement (Fast Eddie Racing Stables Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Loan Agreement (Creative Vistas Inc), Loan Agreement (Creative Vistas Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in material compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Creative Vistas Inc), Securities Purchase Agreement (Creative Vistas Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties (other than immaterial items) owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Security Agreement (Comc Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case on the date of the initial borrowing under this Agreement, subject to no mortgage, pledge, lienLien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.93.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquentdue;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.93.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Exchange Agreement (Bio Key International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.94.9 or as disclosed in SEC Filings, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9 or as disclosed in Sec Filings, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Domestic Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Domestic Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Domestic Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Domestic Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Trinity Learning Corp)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.99(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.99(i), the each of Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Security and Purchase Agreement (Thomas Equipment, Inc.)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.94.9 or as disclosed in any Exchange Act Filings, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its SubsidiariesCompany; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9 or as disclosed in any Exchange Act Filings, the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Global Payment Technologies Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each Each of the Company and each of its Subsidiaries has good and marketable title to its respective properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (a) those resulting from taxes which have not yet become delinquent;
; (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of businessbusiness and (d) the Permitted Liens. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in reasonably good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the The Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set -------------------------------------------- forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All Such facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Conversion Services International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are Subsidiariesare in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Security Agreement (Conversion Services International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(ciii) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipmentEquipment, fixturesFixtures, vehicles and other properties owned, leased or used by the Company and or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the each of Company and each of its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Security Agreement (Conversion Services International Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) : those resulting from taxes which have not yet become delinquent;
(b) ; minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) and those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance in all material respects with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Dynamic Health Products Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estatesinterests, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being usedused the lack of which could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Fortune Diversified Industries Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries the Subsidiary has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiariesthe Subsidiary; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries the Subsidiary are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries the Subsidiary are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (Perfisans Holdings Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.9, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.9, the Company and its Subsidiaries are in compliance with all material terms of each lease or license to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Securities Purchase Agreement (AGU Entertainment Corp.)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.92.10, each of the Company Debtor and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no security interest, hypothec, mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquentPermitted Liens;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company Debtor or any of its Subsidiaries; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and Debtor or any of its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.92.10, the Company Debtor and each of its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.912(i), each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other thanthan Permitted Liens and:
(ai) those resulting from taxes which have not yet become delinquent;
(bii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; andCompany;
(ciii) those that have otherwise arisen in the ordinary course of business; and
(iv) any other Permitted Lien. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.912(i), the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Security Agreement (DSL Net Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 4.94.9 or as disclosed in the Exchange Act Filings, each of the Company and each of its Subsidiaries has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
than (a) those resulting from taxes which have not yet become delinquent;
, (b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiaries; and
Company, (c) those that have otherwise arisen in the ordinary course of businessbusiness and (d) those that are to be released upon application of the proceeds of the sale of the Note pursuant to the Disbursement Letter. All To the Company's knowledge, all facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 4.94.9 or as disclosed in the Exchange Act Filings, the Company and its Subsidiaries are is in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth in the Exchange Act Filings or on Schedule 4.93.9, each of the Company and each of its Subsidiaries the Subsidiary has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than:
(a) those resulting from taxes which have not yet become delinquent;
(b) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company or any of its Subsidiariesthe Subsidiary; and
(c) those that have otherwise arisen in the ordinary course of business. All facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries the Subsidiary are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. Except as set forth in the Exchange Act Filings or on Schedule 4.93.9, the Company and its Subsidiaries the Subsidiary are in compliance with all material terms of each lease to which it is a party or is otherwise bound.
Appears in 1 contract
Samples: Subscription Agreement (In Veritas Medical Diagnostics, Inc.)