Title to Properties; Condition of Personal Properties. The ----------------------------------------------------- Company has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Most Recent Balance Sheet, free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all liens, charges and other encumbrances, and (iii) full right to hold and use all of the assets and properties used in or necessary to their respective businesses and operations, in each case all free and clear of all liens, charges and other encumbrances, and in each case subject to applicable laws and the terms of any lease under which the Company leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company as presently conducted and as currently proposed to be conducted.
Appears in 2 contracts
Samples: Common Stock and Warrant Purchase Agreement (Prime Response Inc/De), Common Stock and Warrant Purchase Agreement (Prime Response Group Inc/De)
Title to Properties; Condition of Personal Properties. The ----------------------------------------------------- Company Winsonic and each of its Subsidiaries has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the Most Recent Balance Sheet, Financial Statements free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by them as lessee, free and clear of all liens, charges and other encumbrancesLiens, and (iii) full right to hold and use all of the its assets and properties used in or necessary to their respective its businesses and operations, in each case all free and clear of all liens, charges and other encumbrancesLiens, and in each case subject to applicable laws and the terms of any lease under which the Company Winsonic and each of its Subsidiaries leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the businesses of the Company Winsonic and each of its Subsidiaries as presently conducted and as currently proposed to be conducted.
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Media & Entertainment Com Inc), Merger Agreement (Media & Entertainment Com Inc)