Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 18 contracts
Samples: Securities Purchase Agreement (Mediax Corp), Securities Purchase Agreement (Dunn Computer Corp /Va/), Securities Purchase Agreement (Cybertel Communications Corp)
Title to Properties; Liens and Encumbrances. The Company has and its subsidiaries have good and marketable title to all of its their material properties and assets, both real and personal, and has have good title to all its their leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges (collectively, "Liens") created in the ordinary course of business.
Appears in 4 contracts
Samples: Share Exchange Agreement (China World Trade Corp), Acquisition Agreement (China World Trade Corp), Share Purchase Agreement (China World Trade Corp)
Title to Properties; Liens and Encumbrances. The Company has good and marketable valid title to in all of its material properties property and assetsassets recorded on the Company Financial Statements, both real and personal, and has good title to free from all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of businesscharges. The Company owns or has adequate rights to use all such properties or assets as are necessary to its operations as now conducted.
Appears in 4 contracts
Samples: Merger Agreement (Healthtech Solutions, Inc./Ut), Share Exchange Agreement (Reac Group, Inc.), Merger Agreement (Reac Group, Inc.)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assetsassets and, both real with respect to the property and personalassets leased by the Company, and has good title to all its holds valid leasehold interestsinterests therein, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created charge, except (i) tax, materialmen’s or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings, or (ii) liens arising from equipment loans entered into in the ordinary course of business.
Appears in 4 contracts
Samples: Preferred Membership Unit Purchase Agreement, Membership Unit Purchase Agreement (FVA Ventures, Inc.), Membership Unit Purchase Agreement (FVA Ventures, Inc.)
Title to Properties; Liens and Encumbrances. The Company has and its subsidiaries have good and marketable title to all of its their material properties and assets, both real and personal, and has have good title to all its their leasehold interests, in each case subject only to (x) mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of businessbusiness and (y) the lien of the Company's lending institution.
Appears in 2 contracts
Samples: Share Purchase Agreement (Acclaim Entertainment Inc), Share Purchase Agreement (Acclaim Entertainment Inc)
Title to Properties; Liens and Encumbrances. The Company has good ------------------------------------------- and marketable title to all of its material properties and assets, both real and personal, and has good title subject to all its leasehold interestsno mortgage, in each case subject only to mortgagespledge, pledges, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created charge. With respect to the properties and assets it leases, the Company is in the ordinary course compliance with such leases, and to its knowledge, holds a valid leasehold interest free of businessany liens, claims or encumbrances.
Appears in 2 contracts
Samples: Purchase Agreement (2bridge), Purchase Agreement (2bridge)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to to, or in the case of leased properties and assets, valid and enforceable leaseholds or licensed interests in, all of its material properties and assets. Such properties and assets are not subject to any mortgage, both real and personalpledge, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, lienslien, security interestsinterest, conditional sale agreementssales agreement, encumbrances encumbrance or charges created charge, except liens for current taxes not yet due and payable and mechanics liens incurred in the ordinary course of business. The Company's properties and assets are in good condition and repair in all material respects.
Appears in 2 contracts
Samples: Series a Preferred Stock and Warrant Purchase Agreement (Gric Communications Inc), Series a Preferred Stock and Warrant Purchase Agreement (Gric Communications Inc)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 2 contracts
Samples: Preferred Stock Purchase Agreement (Datrek Miller International, Inc.), Preferred Stock Purchase Agreement (Datrek Miller International, Inc.)
Title to Properties; Liens and Encumbrances. The Company Corporation has good and marketable title to all of its material properties and assets, both real and personal, and has good title to free from all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of businesscharges.
Appears in 2 contracts
Samples: Exchange Agreement (Artistdirect Inc), Exchange Agreement (Artistdirect Inc)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assetsassets and, both real with respect to the property and personalassets leased by the Company, and has good title to all its holds valid leasehold interestsinterests therein, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created charge, except (i) tax, materialmen's or like liens for obligations not yet due or payable or being contested in good faith by appropriate proceedings, or (ii) liens arising from equipment loans entered into in the ordinary course of business.
Appears in 2 contracts
Samples: Series C Convertible Preferred Stock Purchase Agreement (Soligen Technologies Inc), Series B Preferred Stock and Warrant Purchase Agreement (Soligen Technologies Inc)
Title to Properties; Liens and Encumbrances. The Company has good ------------------------------------------- and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Voxware Inc), Securities Purchase Agreement (Voxware Inc)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Online System Services Inc), Securities Purchase Agreement (American Electromedics Corp)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case and such assets and properties are subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created in the ordinary course of businesscharge.
Appears in 1 contract
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of businessbusiness or to existing loan agreements.
Appears in 1 contract
Samples: Securities Purchase Agreement (American Electromedics Corp)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 1 contract
Samples: Securities Purchase Agreement (5b Technologies Corp)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, and conditional sale agreements, encumbrances or charges agreements created in the ordinary course of business. The Company’s assets are not subject to any pledge or charges, of any kind whatsoever.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iis Intelligent Information Systems LTD)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.. o.
Appears in 1 contract
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrance, or charge, other than (a) the lien of current taxes not yet due and payable, and (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or charges created in materially impair the ordinary course operations of businessthe Company.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Embarcadero Technologies Inc)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, and conditional sale agreements, encumbrances or charges created agreementscreated in the ordinary course of business. The Company's assets are not subject to any pledge or charges, of any kind whatsoever, except certain pledges imposed on certain motor vehicles and the first -ranking floating charge on all its assets which have been registered in favor of the Purchasers.
Appears in 1 contract
Samples: Securities Purchase Agreement (Iis Intelligent Information Systems LTD)
Title to Properties; Liens and Encumbrances. The Company has good ------------------------------------------- and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created in the ordinary course of businesscharge.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (TVN Entertainment Corp)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assetsassets and, both real with respect to the property and personalassets leased by the Company, and has good title to all its holds valid leasehold interestsinterests therein, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created charge. With respect to the assets it leases, the Company is in the ordinary course of businessmaterial compliance with such leases.
Appears in 1 contract
Samples: Securities Purchase Agreement (Cosmos Holdings Inc.)
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created in the ordinary course of businesscharge.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (Avistar Communications Corp)
Title to Properties; Liens and Encumbrances. The Each of the Company and its subsidiaries has good and marketable title to all of its material properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in the ordinary course of business.
Appears in 1 contract
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real excluding any and personalall property and assets described in Section 3.15 hereof, and has good title to all of its leasehold interests, interests in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created no Lien except as disclosed in Exhibit F and except for any Lien on personal property in the nature of a purchase money security interest granted in the usual and ordinary course of business.
Appears in 1 contract
Title to Properties; Liens and Encumbrances. The Company has good ------------------------------------------- good, valid and marketable title to all of its material properties and assets, both real personal and personalmixed, and has good title to tangible or intangible, all its leasehold interests, in each case subject only to mortgages, pledges, of which are free from all liens, security interests, conditional sale agreements, encumbrances or charges created in charges, except as shown on the ordinary course Company Financial Statements. The Company is not a lessee of businessany real or personal property.
Appears in 1 contract
Samples: Stock Purchase Agreement (Continental Choice Care Inc)
Title to Properties; Liens and Encumbrances. The Company has ------------------------------------------- good and marketable title to all of its material properties and assets, both real and personal, and has good title subject to all its leasehold interestsno mortgage, in each case subject only to mortgagespledge, pledges, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrances encumbrance or charges created charge. With respect to the properties and assets it leases, the Company is in the ordinary course compliance with such leases, and to its knowledge, holds a valid leasehold interest free of businessany liens, claims or encumbrances.
Appears in 1 contract
Samples: Series B Preferred Stock Purchase Agreement (2bridge)
Title to Properties; Liens and Encumbrances. The Company has good and marketable valid title to in all of its material properties property and assetsassets recorded on the Company Financial Statements, both real and personal, and has good title to free from all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created except as set forth in the ordinary course of businessdue diligence. The Company owns or has adequate rights to use all such properties or assets as are necessary to its operations as now conducted.
Appears in 1 contract
Title to Properties; Liens and Encumbrances. The Company has good and marketable title to all of its material properties and assets, both real and personal, and has good title to free from all its leasehold interests, in each case subject only to mortgages, pledges, liens, security interests, conditional sale agreements, encumbrances or charges created in charges, other than as may be set forth on the ordinary course Schedule of businessExceptions.
Appears in 1 contract
Samples: Stock Purchase Agreement (Film & Music Entertainment, Inc.)
Title to Properties; Liens and Encumbrances. The Company has and its Subsidiaries have good and marketable title to all of its material respective properties and assets, both real and personal, and has good title to all its leasehold interests, in each case subject only to mortgagesno mortgage, pledgespledge, lienslien, security interestsinterest, conditional sale agreementsagreement, encumbrance, or charge, other than (a) the lien of current taxes not yet due and payable, and (b) liens and encumbrances which do not materially detract from the value of the property subject thereto or charges created in materially impair the ordinary course operations of businessthe Company or any of its Subsidiaries.
Appears in 1 contract
Samples: Preferred Stock Purchase Agreement (Fog Cutter Capital Group Inc)