Common use of Title to Business Assets Clause in Contracts

Title to Business Assets. The Company and the Subsidiary have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, except for those Liens disclosed in the Financial Statements and no other rights or Business Assets are necessary for the conduct of the business of the Company or the Subsidiary as currently conducted or as proposed to be conducted. The Company knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Company or the Subsidiary to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets, neither the Company nor the Subsidiary have any obligation to pay any ongoing commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets of the Company or the Subsidiary;

Appears in 3 contracts

Samples: Underwriting Agreement (Immunovaccine Inc.), Underwriting Agreement (Immunovaccine Inc.), Underwriting Agreement

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Title to Business Assets. The Company Corporation and the Subsidiary Subsidiaries have good, valid and marketable title to and have all necessary rights in respect of all of their Business Assets as owned, leased, licensed, loaned, operated or used by them or over which they have rights, free and clear of Liens, except for those Liens other than as disclosed in the Financial Statements Prospectus, and no other rights or Business Assets are necessary for the conduct of the business of the Company Corporation or the Subsidiary Subsidiaries as currently conducted or as proposed to be conducted. The Company Corporation knows of no claim or basis for any claim that might or could have a Material Adverse Effect on the rights of the Company Corporation or the Subsidiary Subsidiaries to use, transfer, lease, license, operate, sell or otherwise exploit such Business Assets, neither the Company Corporation nor the Subsidiary Subsidiaries have any obligation to pay any ongoing commission, license fee or similar payment to any person in respect thereof and there are no outstanding rights of first refusal or other pre-emptive rights of purchase which entitle any person to acquire any of the rights, title or interests in the Business Assets of the Company Corporation or any of the SubsidiarySubsidiaries;

Appears in 1 contract

Samples: Underwriting Agreement (Merus Labs International Inc.)

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