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 and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business or by operation of law (collectively, “Permitted Liens”).

Appears in 4 contracts

Samples: Agreement and Plan of Merger and Reorganization (Fastclick Inc), Agreement and Plan of Merger and Reorganization (K2 Inc), Agreement and Plan of Merger and Reorganization (K2 Inc)

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Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic’s's, materialmen’s 's and similar Liens arising in the ordinary course of business or by operation of law (collectively, "Permitted Liens").

Appears in 2 contracts

Samples: Acquisition Agreement and Option Agreement (Us Wireless Online Inc), Acquisition Agreement and Option Agreement (Sutioc Enterprises, Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP United States generally accepted accounting principles have been created and (iv) mechanic’s, materialmen’s and similar Liens arising in the ordinary course of business or by operation of law (collectively, “Permitted Liens”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (K2 Inc)

Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP United States generally accepted accounting principles have been created and (iv) mechanic’s's, materialmen’s 's and similar Liens arising in the ordinary course of business or by operation of law (collectively, “Permitted Liens”"PERMITTED LIENS").

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rawlings Sporting Goods Co Inc)

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Title to Properties; Absence of Liens and Encumbrances. (a) The Company and each of its Subsidiaries have good and valid title to all of their respective properties, interests in properties and assets, real and personal, reflected on the Financial Statements, or, in the case of leased properties and assets, valid leasehold interests in such properties and assets, in each case free and clear of all Liens except for: (i) Liens reflected on the Financial Statements, (ii) Liens consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property or irregularities in title thereto which do not materially detract from the value of, or materially impair the use of, such property as it is presently used, (iii) Liens for current Taxes, assessments or governmental charges or levies on property not yet due or which are being contested in good faith and for which appropriate reserves in accordance with GAAP have been created and (iv) mechanic’s's, materialmen’s 's and similar Liens arising in the ordinary course of business or by operation of law (collectively, “Permitted Liens”"PERMITTED LIENS").

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Brass Eagle Inc)

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