Common use of Title to Property and Encumbrances Clause in Contracts

Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.

Appears in 31 contracts

Samples: Agreement and Plan of Merger (China Grand Resorts, Inc.), Agreement and Plan of Merger (Precious Investments, Inc.), Agreement and Plan of Merger (New York Global Innovations Inc.)

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Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.16) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do could not in the aggregate constitute reasonably be expected to have a Company Material Adverse Effect.

Appears in 4 contracts

Samples: Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD), Agreement of Merger and Plan of Reorganization (Lions Gate Investment LTD)

Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not not, individually or in the aggregate constitute a Company Material Adverse Effect.

Appears in 3 contracts

Samples: Subscription and Securities Purchase Agreement (New You, Inc.), Agreement and Plan of Merger (Common Horizons Inc), Agreement and Plan of Merger (Becoming Art Inc)

Title to Property and Encumbrances. The Company has good and valid marketable title to all properties and assets used in the conduct of its business the Business (except for property held under valid and subsisting leases or licenses which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do that would not reasonably be expected to result in the aggregate constitute a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cody Resources, Inc.), Agreement and Plan of Merger (Cody Resources, Inc.)

Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not not, individually or in the aggregate aggregate, constitute a Company Material Adverse Effect.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (MedaSorb Technologies CORP), Agreement and Plan of Merger (Gilder Enterprises Inc)

Title to Property and Encumbrances. The Company has good good, valid and valid marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens (except as set forth in Schedule 2.16) and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do could not in the aggregate constitute reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Securities Exchange Agreement (VirtualScopics, Inc.)

Title to Property and Encumbrances. The Company has good Companies have good, valid and valid marketable title to all properties and assets used in the conduct of its their business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do could not in the aggregate constitute reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Securities Exchange Agreement (Juhl Wind, Inc)

Title to Property and Encumbrances. The Company has and its subsidiaries have good and valid title to all properties and assets used in the conduct of its their business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not not, individually or in the aggregate constitute a Company Material Adverse Effect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technology Holdings, Inc.)

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Title to Property and Encumbrances. The Company has good good, valid and valid marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do could not in the aggregate constitute reasonably be expected to have a Company Material Adverse Effect.

Appears in 1 contract

Samples: Securities Exchange Agreement (Clacendix, Inc.)

Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.Effect.β€Œ

Appears in 1 contract

Samples: Agreement and Plan of Merger

Title to Property and Encumbrances. The Company has good and valid title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which are in full force and effect and which are not in default) free of all Liens except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse EffectLiens.

Appears in 1 contract

Samples: Stock Purchase Agreement (Znomics, Inc.)

Title to Property and Encumbrances. The Company has good good, valid and valid indefeasible marketable title to all properties and assets used in the conduct of its business (except for property held under valid and subsisting leases which that are in full force and effect and which are not in default) free of all Liens and other encumbrances, except Permitted Liens and such ordinary and customary imperfections of title, restrictions and encumbrances as do not in the aggregate constitute a Company Material Adverse Effect.(as

Appears in 1 contract

Samples: Agreement of Merger and Plan of Reorganization (Cherry Tankers Inc.)

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