Common use of Title to Assets; Real Property Clause in Contracts

Title to Assets; Real Property. (a) The Acquired Companies own, and have good, valid and marketable title to, or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be owned or leased by them. All of said assets are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted Liens.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)

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Title to Assets; Real Property. (a) The Acquired Acquiring Companies own, and have good, valid and marketable title to, or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be owned or leased by them. All of said assets are owned or leased by the Acquired Acquiring Companies free and clear of any Encumbrances, except for Permitted Liens.

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Mast Therapeutics, Inc.), Agreement and Plan of Merger and Reorganization (Alliqua BioMedical, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies ownCompany or a Company Subsidiary owns, and have good, valid has good and marketable title to, or, or in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be leased by the Company or a Company Subsidiary, leases and has valid leasehold interest in, each of the material tangible assets owned or leased by them. All of said assets are owned by the Acquired Companies Company or a Company Subsidiary, free and clear of any all Liens (other than Company Permitted Encumbrances, except for Permitted Liens).

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Viasat Inc), Agreement and Plan of Merger (RigNet, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies own, Company and its Subsidiaries have good, good and valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in or other rights to usein, all tangible assets purported to be owned or leased by them. All of said assets are owned by the Acquired Companies Purchased Assets, free and clear of any EncumbrancesLiens, except for Permitted Liens. The Company has delivered to Purchaser true, correct and complete copies of all deeds, title reports and surveys for the real property, together with all amendments, modifications or supplements, if any, thereto.

Appears in 1 contract

Samples: Asset Purchase Agreement (Renewable Energy Group, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies own, Company and its Subsidiaries have good, good and valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in or other rights to usein, all of their tangible assets purported to be owned properties and assets, real, personal and mixed, used or leased by them. All of said assets are owned by the Acquired Companies held for use in their business, free and clear of any EncumbrancesLiens, except for Permitted Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Center for Wound Healing, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies ownCompany or one of its Subsidiaries owns, and have good, valid and marketable has good title to, or, in each of the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be owned or leased by them. All of said assets are reflected as owned by the Acquired Companies Company or its Subsidiaries on the Latest Balance Sheet (except for tangible assets sold or disposed of since that date and except for tangible assets being leased to the Company or one of its Subsidiaries) free and clear of any liens or encumbrances (other than Permitted Encumbrances, except for Permitted Liens).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Innotech Corp)

Title to Assets; Real Property. (a) The Acquired Acquiring Companies own, and have good, valid and marketable title to, or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be owned or leased by them. All of said assets are owned or leased by the Acquired Acquiring Companies free and clear of any Encumbrances, except for Permitted LiensEncumbrances.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (DropCar, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies own, and have good, valid and marketable title to, or, in the case of leased assets, valid leasehold interests in or other rights to use, all tangible assets purported to be owned or leased by them. All of said assets are owned by the Acquired Companies free and clear of any Encumbrances, except for Permitted LiensEncumbrances.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (DropCar, Inc.)

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Title to Assets; Real Property. (a) The Acquired Companies ownCompany and each Company Subsidiary, and have goodas applicable, valid has good and marketable title to, or, or in the case of leased assets, valid leasehold interests in or other rights to usein, all machinery, equipment, furniture, fixture and other tangible personal property and assets purported to be owned or leased by them. All necessary in all material respects for the conduct of said assets are owned by the Acquired Companies business of the Company and the Company Subsidiaries, taken as a whole, as currently conducted, free and clear of any Encumbrancesall Liens, except for Permitted Liens.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gannett Co., Inc.)

Title to Assets; Real Property. (a) The Acquired Companies own, Company and its Subsidiaries have good, valid and marketable title to, orgood (and, in the case of leased assetsreal property, valid leasehold interests in or other rights marketable) title to useall of the assets and properties which they purport to own and which are material to the Company and its Subsidiaries, all tangible assets purported to be owned or leased by them. All of said assets are owned by the Acquired Companies free and clear of any all Encumbrances, except for other than Permitted LiensEncumbrances.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mallinckrodt PLC)

Title to Assets; Real Property. (a) The Acquired Companies own, Company has good and have good, valid and marketable title to, or, in the case of leased properties and assets, valid leasehold interests in in, the properties and assets it purports to own or other rights to uselease, all tangible assets purported to be owned or leased by them. All of said assets are owned by including the Acquired Companies Geismar Facility, free and clear of any EncumbrancesLiens, except for Permitted LiensLiens (the “Company Assets”). The Company does not own any real property.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Renewable Energy Group, Inc.)

Title to Assets; Real Property. (a) The Acquired Companies ownEntity owns, and have good, valid and marketable has good title to, or, in the case of leased assets, or has valid leasehold interests in or other rights to useand subsisting leases for, all tangible assets purported to be owned personal property used or leased by them. All of said assets are owned by the Acquired Companies held for use in its businesses and operations, free and clear of any Encumbrances, Lien (except for any Permitted LiensLien).

Appears in 1 contract

Samples: Stock Purchase Agreement (Evolent Health, Inc.)

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