Common use of Ownership and Condition of Assets Clause in Contracts

Ownership and Condition of Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 4.16 of the Company Disclosure Letter, the Company (i) has good and marketable title to all the properties and assets reflected in the Company Financial Statements as being owned by the Company or acquired after the date thereof which are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except Permitted Liens, and (ii) is the lessee of all leasehold estates reflected in the Company Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s Knowledge, the lessor.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (12th Street Financial, LLC), Agreement and Plan of Merger (Harborview Master Fund Lp), Agreement and Plan of Merger (Hepalife Technologies Inc)

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Ownership and Condition of Assets. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 4.16 5.16 of the Company Disclosure Letter, the Company (i) has good and marketable title to all the properties and assets reflected in the Company Financial Statements as being owned by the Company or acquired after the date thereof which are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except Permitted Liens, and (ii) is the lessee of all leasehold estates reflected in the Company Financial Statements or acquired after the date thereof which are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s Knowledge, the lessor.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ceres Ventures, Inc.)

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Ownership and Condition of Assets. Except as would could not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 4.16 of the Company Disclosure LetterEffect, the Company Companies (i) has have good and marketable title to all the properties and assets reflected in the Company Companies Financial Statements as being owned by the Company Companies or acquired after the date thereof which are material to the Company’s Companies’ business on a consolidated basis combined basis, to the extent applicable (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, Liens except Permitted Liens, and (ii) is are the lessee of all leasehold estates reflected in the Company Companies Financial Statements as leased by the Companies or acquired after the date thereof which are material to its the Companies’ business on a consolidated basis combined basis, to the extent applicable (except for leases that have expired by their terms since the date thereof) ), and is are in possession of the properties purported to be leased thereunder, and each such lease is valid without default thereunder by the lessee or, to Company’s Companies’ Knowledge, the lessor.

Appears in 1 contract

Samples: Lockup Agreement (Rosewind CORP)

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