Common use of Title to Property and Encumbrances Clause in Contracts

Title to Property and Encumbrances. Except as set forth on Schedule 2.19, the Companies have good, valid and indefeasible marketable title to all properties and assets used in the conduct of 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 (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Companies in their business. Without limiting the generality of the foregoing, the Companies have good and indefeasible title to all of their respective properties and assets reflected in the Balance Sheets, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Share Exchange Agreement (RTG Ventures Inc)

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Title to Property and Encumbrances. Except as set forth on Schedule 2.19disclosed in SCHEDULE 2.13 hereto, the Companies have Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of their 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 (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Companies Company in their its business. Without limiting the generality of the foregoing, the Companies have Company has good and indefeasible title to all of their respective its properties and assets reflected in the Balance SheetsSheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Lighten Up Enterprises International Inc

Title to Property and Encumbrances. Except as set forth on Schedule 2.192.18, the Companies have Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of their 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 (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Companies Company in their its business. Without limiting the generality of the foregoing, the Companies have Company has good and indefeasible title to all of their respective its properties and assets reflected in the Balance SheetsSheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Securities Exchange Agreement (City Language Exchange Inc)

Title to Property and Encumbrances. Except as set forth on disclosed in Schedule 2.192.10 and Schedule 2.12 hereto, the Companies have Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of their 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 (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Companies Company in their its business. Without limiting the generality of the foregoing, and except as disclosed in Schedule 2.10 and Schedule 2.12 hereto, the Companies have Company has good and indefeasible title to all of their respective its properties and assets reflected in the Balance SheetsSheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Magic Communications Inc)

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Title to Property and Encumbrances. Except as set forth on Schedule 2.19, the Companies have The Company has good, valid and indefeasible marketable title to all properties and assets used in the conduct of their 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 the Memorandum or any Schedule hereto) and other encumbrances, except Permitted Liens (as defined in Article 10 hereof) and such ordinary and customary imperfections of title, restrictions and encumbrances as do not, individually or in the aggregate, materially detract from the value of the property or assets or materially impair the use made thereof by the Companies Company in their its business. Without limiting the generality of the foregoing, the Companies have Company has good and indefeasible title to all of their respective its properties and assets reflected in the Balance SheetsSheet, except for property disposed of in the usual and ordinary course of business since the Balance Sheet Date and for property held under valid and subsisting leases which are in full force and effect and which are not in default.

Appears in 1 contract

Samples: Agreement of Merger and Plan (Medallion Crest Management Inc)

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