TITLE TO ASSETS. The Borrower has good and marketable title to all of its assets (including, but not limited to, the Collateral) and the same are not subject to any security interest, encumbrance, lien or claim of any third person except for Permitted Liens.
TITLE TO ASSETS except for assets which are leased, it is the beneficial owner free from all encumbrances (other than Permitted Encumbrances) of all its other assets including, without limitation, the assets reflected on the most recent Financial Statements delivered to the Agent, except as disposed of since the date thereof in the ordinary course of trading;
TITLE TO ASSETS each Obligor is the legal and beneficial owner of --------------- and has good and marketable title to its assets free and clear of any Encumbrance other than Permitted Encumbrances;
Examples of TITLE TO ASSETS in a sentence
TITLE TO ASSETS; LIENS (a) The Company has filed all required forms, reports and documents with the Commission since January 1, 1995, each of which has complied in all material respects with all applicable requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Securities Exchange Act of 1934, as amended (the "Exchange Act"), each as in effect on the dates such forms, reports and documents were filed.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS..........
TITLE TO ASSETS; ALL NECESSARY ASSETS...................................
TITLE TO ASSETS; LEASES...................................25 SECTION 3.17.
TITLE TO ASSETS, PROPERTIES AND RIGHTS AND RELATED MATTERS.............................................
More Definitions of TITLE TO ASSETS
TITLE TO ASSETS. Each of the Borrowers has good and marketable title to all of its assets (including, but not limited to, the Collateral) and the same are not subject to any security interest, encumbrance, lien or claim of any third person except for Permitted Liens.
TITLE TO ASSETS. Except as set forth on Schedule 2.1(k) hereto, --------------- --------------- each of the Company and the subsidiaries has good and marketable title to all of its real and personal property, free of any mortgages, pledges, charges, liens, security interests or other encumbrances, except for those such that, individually or in the aggregate, do not cause a Material Adverse Effect on the Company's financial condition or operating results. All said leases of the Company and each of its subsidiaries are valid and subsisting and in full force and effect.
TITLE TO ASSETS. Seller has good and marketable title to all of the Assets and interests in Assets, whether personal, tangible, and intangible, which constitute all the Assets and interests in assets that are used in the business of Seller to be sold pursuant to this Agreement. All the Assets are free and clear of mortgages, liens, pledges, charges, encumbrances, equities, claims, easements, rights of way, covenants, conditions, or restrictions, EXCEPT (i) the lien of current taxes not yet due and payable; and (ii) possible minor matters that, in the aggregate, are not substantial in amount and do not materially detract from or interfere with the present or intended use of any of the Assets, nor materially impair business operations. All tangible personal property of Seller is in good operating condition and repair, ordinary wear and tear excepted. Except as set forth on the appropriate SCHEDULE listing such Assets, 50 neither any officer, nor any director or employee of Seller, nor any spouse, child or other relative of any of these persons, owns, or has any interest, directly or indirectly, in any of the personal property owned by or leased to Seller or any copyrights, patents, trademarks, trade names or trade secrets licensed by Seller for use in the business to be sold pursuant to this Agreement. Seller does not occupy any real property in violation of any law, regulation or decree.
TITLE TO ASSETS. NeoGene has good and marketable title in fee simple to all of its real and personal assets that it purports to own, free and clear of all mortgages, liens, loans and encumbrances, except such encumbrances and liens which arise in the ordinary course of business and do not individually or in the aggregate materially impair NeoGene's ownership or use of such assets. With respect to the assets it leases, NeoGene is in material compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.
TITLE TO ASSETS. Existing Encumbrances: Intellectual and Real Property. Borrower has good and marketable title to all of its owned real and personal property assets and the right to possess and use all of its leased or licensed real and personal property assets. All such property interests are free and clear of any Liens, except for Permitted Liens (as defined in Section 5.5 hereof) and Liens described on Schedule 3.5 hereto. Schedule 3.5A hereto lists each trademark, service xxxx, copyright, patent, database, customized application software and systems integration software, trade secret and other intellectual property owned, licensed, leased, controlled or applied for by Borrower, together with relevant identifying information with respect to such intellectual property describing (among other things) the date of creation, the method of protection against adverse claims and the registration number. Schedule 3.5B hereto lists each real property interest owned, leased or otherwise used by Borrower, together with relevant identifying information describing (among other things) the location and use of each such real property interest, whether such interest is owned or leased (and, if leased, the lessor and record owner thereof), and the estimated appraised value thereof. Each such property and asset is in good order and repair (ordinary wear and tear excepted) and is fully covered by the insurance required under Section 4.8 hereof. Each such property and asset owned by Borrower is titled in the current legal name of Borrower. Schedule 3.5C hereto identifies each legal, operating and trade name that Borrower has used (or permitted the filing of a UCC financing statement under) at any time during the twelve (12) consecutive calendar years immediately preceding the Closing Date.
TITLE TO ASSETS. Set forth in SECTION 3.18 OF THE DISCLOSURE SCHEDULE is a complete list of (a) all real property owned by the Company; (b) all real property leased by the Company; (c) each vehicle owned or leased by the Company; and (d) each asset of the Company with a book value or fair market value greater than $5,000. The Company has good and indefeasible title to, or a valid leasehold interest in, all of its assets, including without limitation, the assets listed in SECTION
TITLE TO ASSETS. To the best of Seller's knowledge, Seller owns good and marketable title to all assets. SCHEDULE 6(i) "LEASED REAL PROPERTY" CLEARLAKE PROPERTIES JOINT VENTURES 0000 XXXXXXXX XXX, XXXXX 000 XXXXXXX, XXXXX 00000 Lease Agreement for 16,235 square feet of industrial space at 000 Xxxxxx Xxxxxx, Xxxxxxx, Xxxxx. Lease Agreement terminates June 30, 2004. Monthly base payment totals $9,416.30 plus property tax and insurance of $282.59. CONCEPTION TECHNOLOGIES 0000 XXXXXXXX XXXXX, XXXXX 000 XXX XXXXX, XXXXXXXXXX 00000 Sub-Lease Agreement for 5,383 square feet of industrial space at 0000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx. Sub-Lease Agreement terminates July 31, 2005. Monthly payment totals $6,244.28 plus common area maintenance charges of $1,936.80. SCHEDULE 6(j) "INTELLECTUAL PROPERTY AND EXCEPTIONS" Registered Trademark - ALLERGY-FREE Serial No.: 75-111, 493 Registration No.: 2,806,016 Issued January 20, 2004 Registered Trademark - ALLER-PURE Serial No.: 75-388, 442 Registration No.: 2,404,522 Issued November 14, 2000 License Agreement with Xxxx Xxxxxxx for enhanced filters. SCHEDULE 6(k) "CONTRACTS AND COMMITMENTS"
1. Product Supply, Contract Manufacturing Agreements
a. American Metal Filters 0000 Xxxxxx Xxx, Suite A National City, CA 91950 Contract manufacturer of permanent filters.
b. Lifetime Filters 0000 Xxxxxxxx Xx. Xxxx, Xxxxx 00000 Contract manufacturer of disposable filters.
2. License Agreement
a. Xx. Xxxx Xxxxxxx Enhanced Filters 0000 X Xxxxx Xx. Xxxxxxx, California 93003
3. Distribution Agreements
a. Allergy Max 000-0 Xxxxx 00 Xxxx #000 Xxxxxxxx, Xxx Xxxxxx 00000 This agreement is a non-exclusive sales distribution agreement for Allergy Free filters and other products.
4. Sales Agency and Co-Marketing Agreements
a. The Clorox Company 0000 Xxxxxxxx Xxxxxxx, Xxxxxxxxxx 00000 Allergy Free has agreed to act as the sales agent and sell allergy avoidance products to consumers responding to any of the marketing activities initiated by The Clorox Company associated with allergy identification and symptom mitigation.
b. Immune Tech Corporation 000 Xxx Xxxxx Xxx, Xxxxx 0 Xxxxx Xxxx, Xxxxxxxxxx 00000 The agreement with Immune Tech Corporation is informal and has developed in conjunction with the Clorox Company sales agency agreement. Immune Tech provides an Allergy Testing service, `My Allergy Test' that will be sold by Allergy Free.
5. Independent Contractor Agreements - See Schedule 8(d)
6. Insurance Policies set forth on Schedule 6(p)
7. Employe...