Common use of Title to and Condition of Properties Clause in Contracts

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 14 contracts

Samples: Share Exchange Agreement (Inspyr Therapeutics, Inc.), Share Exchange Agreement (Broadcast Live Digital Corp.), Share Exchange Agreement (Helmer Directional Drilling Corp.)

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Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 14 contracts

Samples: Share Exchange Agreement (Perk International Inc.), Share Exchange Agreement (Laufer Bridge Enterprises, Inc.), Share Exchange Agreement (HPC Pos System, Corp.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 13 contracts

Samples: Share Exchange Agreement (Forex365, Inc.), Share Exchange Agreement (China Pediatric Pharmaceuticals, Inc.), Share Exchange Agreement (Neoview Holdings Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 10 contracts

Samples: Stock Purchase Agreement (Rudy 45), Share Exchange Agreement (Vemics, Inc.), Stock Purchase Agreement (Irish Mag, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company K's Media owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company K's Media as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company K's Media as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 9 contracts

Samples: Share Exchange Agreement (Kinglake Resources Inc.), Share Exchange Agreement (Kinglake Resources Inc.), Share Exchange Agreement (Kinglake Resources Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company Acquiree owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company Acquiree as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company Acquiree as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 7 contracts

Samples: Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.), Share Exchange Agreement (Kirin International Holding, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Acquiror Company owns (with good and marketable title in the case of real property) to, or holds under valid leases or other rights to use use, all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 5 contracts

Samples: Share Exchange Agreement (Writers Group Film Corp), Share Exchange Agreement (Genesis Holdings, Inc.), Share Exchange Agreement (Parque La Quinta Estates)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company Acquiror owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company Acquiror as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 4 contracts

Samples: Share Exchange Agreement (Vemics, Inc.), Share Exchange Agreement (Vemics, Inc.), Share Exchange Agreement (Vemics, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, each of the Company Subsidiaries owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each of the Company Subsidiaries as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 3 contracts

Samples: Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.), Stock Purchase Agreement (General Components, Inc.)

Title to and Condition of Properties. Except as would not reasonably be expected to have a Material Adverse Effect, the each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 2 contracts

Samples: Share Exchange Agreement (Phantom Fiber Corp), Share Exchange Agreement (Phantom Fiber Corp)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company Big Token owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company Big Token as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company Big Token as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 2 contracts

Samples: Share Exchange Agreement (SRAX, Inc.), Share Exchange Agreement (Force Protection Video Equipment Corp.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liensliens, except Permitted Lienssuch as would not have a Material Adverse Effect. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Subscription Agreement (General Components, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company or the relevant Company Subsidiary owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (Fuqi International, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the each SDI Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the each SDI Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Acquisition and Share Exchange Agreement (Standard Drilling, Inc.)

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Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company Hisense OE owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company Hisense OE as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company Hisense OE as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forefront Holdings, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the each DDOO Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the each DDOO Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (Discount Dental Materials, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company Yongye owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use use, including pursuant to the Arrangement, all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conductedBusiness, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted Business are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (Yongye Biotechnology International, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Company owns (with good and marketable title in the case of real property) ), or holds under valid leases or other rights to use use, all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The To the knowledge of the Company, (a) the material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in reasonably good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and (b) none of such buildings, plants, machinery or equipment is in need of material maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Executive Employment Agreement (Force Protection Video Equipment Corp.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the Reporting Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Reporting Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Agreement and Plan of Share Exchange (Argenta Systems Inc)

Title to and Condition of Properties. Except as would not have a Material Adverse Effectdisclosed in Schedule 5.12, as of the Closing Date, the Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted, free except where the failure to own or hold such property, plants, machinery and clear of all Liens, except Permitted Liensequipment would not have a Material Adverse Effect on the Company. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (China Biologic Products, Inc.)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, set forth in Schedule 5.16 of the Company Disclosure Schedule, each of the Company and its Subsidiaries owns (with good and marketable title in the case of real property) or holds under valid leases or other the rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (Digital Angel Corp)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, Each of the Acquiror Company and its Subsidiaries owns (with good and marketable title in the case of real property) or holds under valid leases or other the rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Share Exchange Agreement (Digital Angel Corp)

Title to and Condition of Properties. Except as would not have a Material Adverse Effect, the each Acquirer Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery machinery, equipment and equipment other personal property necessary for the conduct of the its business of the Company as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of the each Acquirer Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, in each case, taken as a whole, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

Appears in 1 contract

Samples: Acquisition of Shares Agreement (Precious Investments, Inc.)

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