Common use of Title to Properties and Related Matters Clause in Contracts

Title to Properties and Related Matters. (a) The Company and the Company’s Subsidiary each have good and valid title to all personal property, tangible or intangible, which the Company or the Company’s Subsidiary each purport to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December 31, 2002), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (ii) liens for Taxes not yet due and payable and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Intellectual Property (as hereinafter defined) rights disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the business of the Company or the Company’s Subsidiary as presently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marchex Inc)

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Title to Properties and Related Matters. (a) The Except as set forth on Schedule 3.10(a), the Company and the Company’s Subsidiary each have has good and valid title to all personal property, tangible or or, excluding any Intellectual Property Rights (as defined in Section 3.11), intangible, which the Company or the Company’s Subsidiary each purport purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December May 31, 20021999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s 's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (ii) liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Intellectual Property (as hereinafter defined) rights Rights disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the Company's business of the Company or the Company’s Subsidiary as presently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

Title to Properties and Related Matters. (a) The Except as set forth on SCHEDULE 3.10(A), the Company and the Company’s Subsidiary each have has good and valid title to all personal property, tangible or intangible, which the Company or the Company’s Subsidiary each purport purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December 31September 30, 2002)1999, free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s 's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 5,000 in each individual case), (ii) liens for Taxes not yet due and payable payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Intellectual Property (as hereinafter defined) rights Rights disclosed on Schedule SCHEDULE 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the Company's business of the Company or the Company’s Subsidiary as presently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Go2net Inc)

Title to Properties and Related Matters. (a) The Company and the Company’s Subsidiary each have has good and valid title to all personal property, tangible or intangible, which the Company or the Company’s Subsidiary each purport purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December August 31, 2002)2003, free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) as provided in Schedule 3.10(a); (ii) purchase money security interests and common law vendor’s liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (iiiii) liens for Taxes not yet due and payable and (iiiiv) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby. Collectively, such property and the Intellectual Property (as hereinafter defined) rights Rights disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the business of the Company or the Company’s Subsidiary as presently conducted.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Marchex Inc)

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Title to Properties and Related Matters. (a) The Except as set forth on Schedule 3.10(a), the Company and the Company’s Subsidiary each its Subsidiaries have good and valid title to all personal property, tangible or (excluding any Intellectual Property Rights, as defined in Section 3.11) intangible, which the Company or the Company’s Subsidiary each purport its Subsidiaries purports to own, including the properties reflected on the Reference Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since December 31, 2002)thereof, free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor’s 's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $10,000 in each individual case), (ii) liens for Taxes not yet due and payable and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use ofuse, of the property subject thereto or affected therebythereby or that affect property having a fair market value of less than $10,000 in each individual case). Collectively, such property and the Intellectual Property (as hereinafter defined) rights disclosed on Schedule 3.11 hereto constitute all property, tangible or intangible, necessary to conduct the business of the Company or the Company’s Subsidiary as presently conducted.property leased by

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mail Com Inc)

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