Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.9, 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 3.9, 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 except where such failure to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 9 contracts
Samples: Securities Purchase Agreement (Singing Machine Co Inc), Securities Purchase Agreement (Singing Machine Co Inc), Securities Purchase Agreement (Singing Machine Co Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, 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 3.94.9, 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 except where such failure to be in compliance, either individually or in the aggregate has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Island Pacific Inc), Securities Purchase Agreement (Island Pacific Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, 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 chargecharge (collectively, an “Encumbrance”), other than:
(a) (i) non-consensual Encumbrances being contested in good faith and by appropriate proceedings for which adequate reserves have been established to the extent required by generally accepted accounting principles and (ii) those Encumbrances 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, reasonable wear and tear expected, and are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 3.94.9, 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 except where such failure to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effectbound.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Coach Industries Group Inc), Securities Purchase Agreement (Coach Industries Group Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, 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 3.94.9, 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 except where such failure to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Omni Energy Services Corp), Securities Purchase Agreement (Singing Machine Co Inc)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, in the Company’s Exchange Act Filings or in the Financial Statements, each of the Company and each of its Subsidiaries Subsidiary has good and marketable title to its material properties and assets, and good title to its material 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 SubsidiariesSubsidiary; and
(c) those that have otherwise arisen in the ordinary course of business. All material facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries 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 would not have a Material Adverse Effect. Except as set forth on Schedule 3.94.9, the Company and its Subsidiaries Subsidiary are in compliance with all material terms of each lease to which it is a party or is otherwise bound except where such failure those that would not be reasonably likely to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Bos Better Online Solutions LTD), Securities Purchase Agreement (Bos Better Online Solutions LTD)
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, 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 3.94.9, 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 except where such failure to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, 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 such operating condition and repair and as are reasonably fit and usable for the purposes for which they are being used. Except as set forth on Schedule 3.94.9, 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 bound, except where to the extent that any such failure to be in compliance, either individually or in the aggregate noncompliance has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
Appears in 1 contract
Title to Properties and Assets; Liens, Etc. Except as set forth on Schedule 3.94.9, in the Company's Exchange Act Filings or in the Financial Statements, each of the Company and each of its Subsidiaries Subsidiary has good and marketable title to its material properties and assets, and good title to its material 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 SubsidiariesSubsidiary; and
(c) those that have otherwise arisen in the ordinary course of business. All material facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company and its Subsidiaries 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 would not have a Material Adverse Effect. Except as set forth on Schedule 3.94.9, the Company and its Subsidiaries Subsidiary are in compliance with all material terms of each lease to which it is a party or is otherwise bound except where such failure those that would not be reasonably likely to be in compliance, either individually or in the aggregate has had, or could reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Bos Better Online Solutions LTD)