Common use of Title to Properties; Absence of Liens and Encumbrances Clause in Contracts

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

Appears in 4 contracts

Samples: Agreement and Plan of Reorganization (New Era of Networks Inc), Agreement and Plan of Reorganization (Carrier Access Corp), Agreement and Plan of Reorganization (New Era of Networks Inc)

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Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no does not own any real property, nor has it ever owned any real property. Section 3.15 of the Disclosure Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name names of the lessor and lessee, and the date of the lease and each amendment theretothereto as well as the material terms of such lease. All such current leases are valid and effective, are in full force and effect, are valid and effective effect in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, time would constitute a default) by the Company or, to each Shareholder’s knowledge, by the knowledge other party to such lease. Complete and correct copies of the Company, any other partysuch leases have been delivered to Buyer.

Appears in 2 contracts

Samples: Share Purchase Agreement, Share Purchase Agreement (Adept Technology Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and lessor, the date of the lease and each amendment theretothereto and the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) default by the Company orCompany, or to the knowledge of the Company, Company any other partyparty to such leases).

Appears in 2 contracts

Samples: Voting Agreement (Cypress Semiconductor Corp /De/), Non Competition Agreement (Cypress Semiconductor Corp /De/)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party).

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Inktomi Corp), Agreement and Plan of Reorganization (Informix Corp)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the expiration date of the lease and each amendment theretothe aggregate annual rental fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, to the Company's knowledge, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and lessor, the date of the lease and each amendment theretothereto and the aggregate annual rental and/or other fees payable under each such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) default by the Company orCompany, or to the knowledge of the Company, Company any other partyparty to such leases).

Appears in 1 contract

Samples: Voting Agreement (Cypress Semiconductor Corp /De/)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no does not own real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and lessor, the date of the lease and each amendment theretothereto and the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default by the Company (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Russo Paul M)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by on the Company or, to the knowledge part of the Company, or to the Company's knowledge, on the part of any other partyparty thereto. Complete and correct copies of such leases have been delivered to Acquiror.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peoplesoft Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All Except as set forth in Schedule 2.10, all such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any material existing default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company or, to the knowledge of the Company, any other party).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Level 8 Systems)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently currently, or at any time in the past, leased by the Company, the name of the lessor and the date of the lease and each amendment theretothereto and, with respect to any current lease, the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid effect and effective in accordance with their respective terms, enforceable by the Company and there is not, under any of such leases, any existing default by the Company (or to the Company's knowledge, by the other party to such lease) or event of default (or event which with notice or lapse of time, or both, would constitute such a default) by the Company or, to the knowledge of the Company, any other party).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Critical Path Inc)

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Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) of the Company Schedules sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Taleo Corp)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule SCHEDULE 2.10(a) sets forth a list of all real property currently leased by the Company, the name of the lessor and the date of the lease and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or, to the knowledge of the Company, any other party.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Polycom Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no does not own, and has never owned, any real property, property or any buildings or other structures nor has it ever owned options or any contractual obligations to purchase or acquire any interest in real property. Section 4.11(a) of the Company Disclosure Schedule 2.10(a) sets forth a list of lists all real property currently leased by leases to which the Company, the name of the lessor and the date of the lease Company is a party and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which that with notice or lapse of time, or both, would constitute a default) by the that could reasonably be expected to have a Company or, to the knowledge of the Company, any other partyMaterial Adverse Effect.

Appears in 1 contract

Samples: Stock Purchase Agreement (Barnabus Energy, Inc.)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real propertyproperty interests. Section 2.17(a) of the Company Disclosure Schedule 2.10(a) sets forth a list of lists all real property currently leased by leases to which the Company, the name Company is a party and each amendment thereto that is in effect as of the lessor and the date of the lease and each amendment theretothis Agreement. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or the lapse of time, or both, would constitute a default) by the Company or, that would give rise to the knowledge of the Company, any other partya material claim.

Appears in 1 contract

Samples: Agreement and Plan of Merger (24/7 Media Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Neither the Company nor any of its subsidiaries owns no real property, nor has it ever owned any real property. Schedule 2.10(a2.11(a) sets forth a list of all real property currently leased by the CompanyCompany or any of its subsidiaries, the name of the lessor and the date of the lease and each amendment theretothereto and the aggregate annual rental and/or other fees payable under any such lease. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its subsidiaries or, to the knowledge of the Company's Knowledge, any other party.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Carrier Access Corp)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company owns no real property, nor has it ever owned any real property. Schedule 2.10(a) sets forth a list of all real property currently leased by the Company. Except as would not reasonably be likely to have a Material Adverse Effect, the name of the lessor and the date of the lease and each amendment thereto. All all such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) default by the Company orCompany, or to the knowledge of the Company, Company any other partyparty to such leases).

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Digitalthink Inc)

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