Common use of Rights in Properties; Liens Clause in Contracts

Rights in Properties; Liens. Except as disclosed on Schedule 5.7, the Corporation and the Subsidiary have good and marketable title to all properties and assets reflected on their balance sheets, and none of such properties or assets is subject to any Liens. The Corporation and the Subsidiary enjoy peaceful and undisturbed possession under all leases necessary for the operation of their other properties, assets, and businesses and all such leases are valid and subsisting and are in full force and effect. There exists no default under any provision of any lease which would permit the lessor thereunder to terminate any such lease or to exercise any rights under such lease which, individually or together with all other such defaults, could have a Material Adverse Effect. The Corporation and the Subsidiary have the exclusive right to use all of the Intellectual Property necessary to their business as presently conducted, and the Corporation's and the Subsidiary's use of the Intellectual Property does not infringe on the rights of any other Person where such nonexclusively or infringement would not have a Material Adverse Effect. To the best of the Corporation's knowledge, no other Person is infringing the rights of the Corporation or the Subsidiary in any of the Intellectual Property. Neither the Corporation nor the Subsidiary owes any royalties, honoraria or fees to any Person by reason of its use of the Intellectual Property.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Hull James Mitchell), Securities Purchase Agreement (Hull James Mitchell), Series C Preferred Stock and Warrant Purchase Agreement (Valuestar Corp)

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Rights in Properties; Liens. Except as disclosed on Schedule 5.7, the Corporation and the Subsidiary have good and marketable title to all properties and assets reflected on their balance sheets, and none of such properties or assets is subject to any Liens. The Corporation and the Subsidiary enjoy peaceful and undisturbed possession under all leases necessary for the operation of their other properties, assets, and businesses and all such leases are valid and subsisting and are in full force and effect. There exists no default under any provision of any lease which would permit the lessor thereunder to terminate any such lease or to exercise any rights under such lease which, individually or together with all other such defaults, could have a Material Adverse Effect. The Corporation and the Subsidiary have the exclusive right to use all of the Intellectual Property necessary to their business as presently conducted, and the Corporation's and the Subsidiary's use of the Intellectual Property does not infringe on the rights of any other Person where such nonexclusively nonexclusivity or infringement would not have a Material Adverse Effect. To the best of the Corporation's knowledge, no other Person is infringing the rights of the Corporation or the Subsidiary in any of the Intellectual Property. Neither the Corporation nor the Subsidiary owes owe any royalties, honoraria or fees to any Person by reason of its use of the Intellectual Property.

Appears in 2 contracts

Samples: Purchase Agreement (Valuestar Corp), Preferred Stock Purchase Agreement (Valuestar Corp)

Rights in Properties; Liens. Except as disclosed on Schedule 5.7, the Corporation The Company and the Subsidiary Parent have good and marketable title to all properties and assets reflected on their balance sheets, and none of such properties or assets is subject to any Liens, except Permitted Liens. The Corporation Company and the Subsidiary Parent enjoy peaceful and undisturbed possession under all leases necessary for the operation of their other properties, assets, and businesses and all such leases are valid and subsisting and are in full force and effect. There exists no default under any provision of any lease which would permit the lessor thereunder to terminate any such lease or to exercise any rights under such lease which, individually or together with all other such defaults, could have a Material Adverse Effect. The Corporation Company and the Subsidiary Parent have the exclusive right to use all of the Intellectual Property necessary to their business as presently conducted, and the CorporationCompany's and the SubsidiaryParent's use of the Intellectual Property does not infringe on the rights of any other Person where such nonexclusively nonexclusivity or infringement would not have a Material Adverse Effect. To the best of the CorporationCompany's knowledge, no other Person is infringing the rights of the Corporation Company or the Subsidiary Parent in any of the Intellectual Property. Neither the Corporation Company nor the Subsidiary owes Parent owe any royalties, honoraria or fees to any Person by reason of its use of the Intellectual Property.

Appears in 1 contract

Samples: Note Purchase Agreement (Valuestar Corp)

Rights in Properties; Liens. Except as disclosed on Schedule 5.7, the Corporation Parent and the Subsidiary its Subsidiaries have good and marketable title to all material properties and assets reflected on their its balance sheets, and none of such properties or assets is subject to any Liens, except Permitted Liens. The Corporation Parent and the Subsidiary enjoy its Subsidiaries enjoys peaceful and undisturbed possession under all leases necessary for the operation of their its other propertiesProperties, assets, and businesses and all such leases are valid and subsisting and are in full force and effect. There exists no default under any provision of any lease which would permit the lessor thereunder to terminate any such lease or to exercise any rights under such lease which, individually or together with all other such defaults, could have a Material Adverse Effect. The Corporation Each of Parent and its Subsidiaries has the Subsidiary have the exclusive right to use all of the Intellectual Property necessary to their its business as presently conducted, and the CorporationParent's and the such Subsidiary's use of the Intellectual Property does not infringe on the rights of any other Person where such nonexclusively or infringement would not have a Material Adverse Effectin any material respect. To the best of the CorporationCompany's and Parent's knowledge, no other Person is infringing the rights of the Corporation Parent or the Subsidiary any of its Subsidiaries in any of the Intellectual Property. Neither the Corporation Parent nor the Subsidiary any of its Subsidiaries owes any royalties, honoraria or fees to any Person by reason of its use of the Intellectual Property.

Appears in 1 contract

Samples: Note Purchase Agreement (Jotan Inc)

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Rights in Properties; Liens. Except as disclosed on Schedule 5.75.8, the Corporation and the Subsidiary have good and marketable title to all properties and assets reflected on their balance sheets, and none of such properties or assets is subject to any Liens. The Corporation and the Subsidiary enjoy peaceful and undisturbed possession under all leases necessary for the operation of their other properties, assets, and businesses and all such leases are valid and subsisting and are in full force and effect. There exists no default under any provision of any lease which would permit the lessor thereunder to terminate any such lease or to exercise any rights under such lease which, individually or together with all other such defaults, could have a Material Adverse Effect. The Corporation and the Subsidiary have the exclusive right to use all of the Intellectual Property necessary to their business as presently conducted, and the Corporation's and the Subsidiary's use of the Intellectual Property does not infringe on the rights of any other Person where such nonexclusively or infringement would not have a Material Adverse Effect. To the best of the Corporation's knowledge, no other Person is infringing the rights of the Corporation or the Subsidiary in any of the Intellectual Property. Neither the Corporation nor the Subsidiary owes any royalties, honoraria or fees to any Person by reason of its use of the Intellectual Property.

Appears in 1 contract

Samples: Series Cc Preferred Stock and Warrant Purchase Agreement (Valuestar Corp)

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