Common use of Title to Properties and Assets; Liens, Etc Clause in Contracts

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 3 contracts

Samples: Stock Purchase Agreement (Myogen Inc), Series D Preferred Stock Purchase Agreement (Myogen Inc), Preferred Stock Purchase Agreement (Myogen Inc)

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Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements Statements, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (ia) those resulting from taxes which have not yet become delinquent, (iib) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iiic) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 3 contracts

Samples: Voting Agreement (ARCA Biopharma, Inc.), Note and Warrant Purchase Agreement (ARCA Biopharma, Inc.), Preferred Stock Purchase Agreement (Aclarion, Inc.)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements Statements, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, delinquent and (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 2 contracts

Samples: Purchase Agreement (Requisite Technology Inc /Co), Purchase Agreement (Requisite Technology Inc /Co)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements Statements, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 2 contracts

Samples: Purchase Agreement (Requisite Technology Inc /Co), Securities Purchase Agreement (Vobis Microcomputer Ag)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements most recent balance sheet included in the SEC Filings, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 2 contracts

Samples: Common Stock Purchase Agreement (Veron International LTD), Common Stock Purchase Agreement (Genelabs Technologies Inc /Ca)

Title to Properties and Assets; Liens, Etc. The Except as set forth in the 34 Act Filings, the Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (ia) those resulting from taxes which have not yet become delinquent, (iib) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iiic) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair repair, normal wear and tear excepted, and are reasonably fit and usable for the purposes for which they are being used.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Ipsidy Inc.), Securities Purchase Agreement (Ipsidy Inc.)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including without limitation the property listed on Schedule 3.8 attached hereto, the properties and assets reflected in the Financial Statements Balance Sheet, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 1 contract

Samples: Stock Purchase Agreement (Solar Energy LTD)

Title to Properties and Assets; Liens, Etc. The Company and each of its Subsidiaries has good and marketable valid title to all of its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements Statements, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (ia) those resulting from taxes Taxes which have not yet become delinquent, (iib) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iiic) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and its Subsidiaries are reasonably fit and usable for the purposes for which they are being used.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cytyc Corp)

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Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements most recent balance sheet included in the SEC Documents, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (ia) those resulting from taxes which have not yet become delinquent, (iib) a lien on the Company’s accounts receivable, equipment, goods, instruments and inventory in favor of the purchasers of the Notes, (c) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iiid) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used. The Company is in compliance with all material terms of each lease to which it is a party or is otherwise bound.

Appears in 1 contract

Samples: Series E Preferred Stock and Warrant Purchase Agreement (American Technology Corp /De/)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, delinquent (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Myogen Inc)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the most recent balance sheet included in the Financial Statements Statements, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, security interest, lien, lease, encumbrance or charge, other than (i) those resulting from taxes which have not yet become delinquent, delinquent and (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iii) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 1 contract

Samples: Purchase Agreement (Requisite Technology Inc /Co)

Title to Properties and Assets; Liens, Etc. The Company has good and marketable title to its properties and assets, including the properties and assets reflected in the Financial Statements most recent balance sheet included in the SEC Documents, and good title to its leasehold estates, to the Company's knowledge, in each case subject to no mortgage, pledge, lien, lease, encumbrance or charge, other than (ia) those resulting from taxes which have not yet become delinquent, (iib) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company, and (iiic) those that have otherwise arisen in the ordinary course of business. All Facilitiesfacilities, machinery, equipment, fixtures, vehicles and other properties owned, leased or used by the Company are in good operating condition and repair and are reasonably fit and usable for the purposes for which they are being used.

Appears in 1 contract

Samples: E Digital Corp

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