Common use of Title to, Sufficiency and Condition of Assets Clause in Contracts

Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheets or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates of the Balance Sheets in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).

Appears in 3 contracts

Samples: Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc), Share Purchase and Shareholders’ Rights Agreement (K Swiss Inc)

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Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries the Subsidiary have good and valid title to or a valid leasehold interest in all of their material tangible assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheets Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates date of the Balance Sheets Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries the Subsidiary constitute all of the assets necessary for the Company and its Subsidiaries the Subsidiary to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries the Subsidiary is subject to any Encumbrance, other than (i) liens for current Taxes taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and the Subsidiary, (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries the Subsidiary as currently conducted and (iv) Encumbrances listed on Schedule 3.13 of the Disclosure Schedule (collectively, “Permitted Encumbrances”).

Appears in 1 contract

Samples: Stock Purchase Agreement (Applied Micro Circuits Corp)

Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including their business (fonds de commerce) and all of the assets reflected on the Company Balance Sheets Sheet and Subsidiary Balance Sheet or acquired in the ordinary course of business since the date of the Company Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates date of the Company Balance Sheets Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Company Permitted Encumbrances”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (SCM Microsystems Inc)

Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheets Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates date of the Balance Sheets Sheet in the ordinary course of business consistent with past practice. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes and assessments not yet past duedue for which adequate reserves have been established in accordance with GAAP, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Autobytel Inc)

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Title to, Sufficiency and Condition of Assets. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold interest in all of their assets, including their business (fonds de commerce) and all of the assets reflected on the Balance Sheets Sheet or acquired in the ordinary course of business since the date of the Balance Sheet, except those sold or otherwise disposed of for fair value since the respective dates date of the Balance Sheets Sheet in the ordinary course of business consistent with past practicebusiness. The assets owned or leased by the Company and its Subsidiaries constitute all of the assets necessary for the Company and its Subsidiaries to carry on their respective businesses as currently conducted. None of the assets owned or leased by the Company or any of its Subsidiaries is subject to any Encumbrance, other than (i) liens for current Taxes taxes and assessments not yet past due, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Encumbrances and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company and its Subsidiaries as currently conducted (collectively, “Permitted Encumbrances”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dole Food Co Inc)

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