Common use of Title to Assets; Encumbrances Clause in Contracts

Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UAC), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UAC;

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (United American Companies Inc), Agreement and Plan of Merger and Reorganization (Providence Capital I Inc)

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Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC Lifelong owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC Lifelong in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACLifelong), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UACLifelong;

Appears in 1 contract

Samples: Agreement and Plan (Lifelong Com Inc)

Title to Assets; Encumbrances. 2.11.1 2.12.1 Except as shall be set forth in Section 2.11 2:1:12 of the Disclosure Schedule, UAC Alpha Fibre owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred orincurred by UAC Alpha Fibre in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACAlpha Fibre), (v) Encumbrances otherwise described in Section 2.11 2:1:12 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 of UACAlpha Fibre;

Appears in 1 contract

Samples: Agreement and Plan (Alpha Fibre Inc)

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Title to Assets; Encumbrances. 2.11.1 Except as shall be set forth in Section 2.11 of the Disclosure Schedule, UAC XX.XXX owns its material assets, whether real, personal or intangible, free and clear of all Encumbrances, except for (i) liens for current taxes and assessments not yet due, or being contested in good faith by appropriate proceedings, (ii) mechanic's liens arising under the operation of law or for actions contested in good faith or for which payment arrangements have been made, (iii) liens granted or incurred by UAC XX.XXX in the ordinary course of its business or in connection with the financing of office space, furniture and equipment in the ordinary course of its business, (iv) easements, covenants, restrictions and other exception to title of record (which do not materially and adversely affect the operation of UACXX.XXX), (v) Encumbrances otherwise described in Section 2.11 of the Disclosure Schedule, or (vi) Encumbrances reflected on the balance sheet at December 31, 1998 2000 of UACthe LLC;

Appears in 1 contract

Samples: Agreement and Plan (Gourmet Station Inc)

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