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

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: (a) liens for current taxes not yet due and payable; (b) liens imposed by law and incurred in the ordinary course of business for obligations not past due; (c) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (d) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances.

Appears in 6 contracts

Samples: Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Note and Warrant Purchase Agreement (Opti-Harvest, Inc.), Securities Purchase Agreement (Opti-Harvest, Inc.)

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Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Akesis Pharmaceuticals, Inc.), Securities Purchase Agreement (Akesis Pharmaceuticals, Inc.), Securities Purchase Agreement (Akesis Pharmaceuticals, Inc.)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or chargecharge (“Lien”), other than: (a) liens Liens for current taxes not yet due and payable; (b) liens Liens imposed by law and incurred in the ordinary course of business for obligations not past due; (c) liens Liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (d) liensLiens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liensLiens, claims or encumbrances.

Appears in 3 contracts

Samples: Note Purchase Agreement (iRhythm Technologies, Inc.), Note Purchase Agreement (iRhythm Technologies, Inc.), Note Purchase Agreement (iRhythm Technologies, Inc.)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, and holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 3 contracts

Samples: Convertible Debt and Security Agreement (Beamz Interactive Inc), 2013 Convertible Debt and Security Agreement (Beamz Interactive Inc), Agreement (Beamz Interactive Inc)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, and which thereto or have not arisen otherwise than in the ordinary course of business of the Companya Material Adverse Effect. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Juno Therapeutics, Inc.), Stock Purchase Agreement

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and , (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a material adverse effect on the Company’s financial condition or business as now conducted (a “Material Adverse Effect”), and which have not arisen otherwise than in the ordinary course of business and (v) liens arising pursuant to the terms of the Company. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrancesSecured Debt.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (SafeNet Holding Corp)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto, thereto or have a Material Adverse Effect and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 1 contract

Samples: Series F Preferred Stock Purchase Agreement (Kensington Capital Acquisition Corp.)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: (ai) liens for current taxes not yet due and payable; (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Akesis Pharmaceuticals, Inc.)

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Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, and holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 1 contract

Samples: Common Stock and Note Purchase Agreement (Luna Innovations Inc)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject thereto or the ability of the Company to use the property subject thereto, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 1 contract

Samples: Series a Preferred Stock Purchase Agreement (Zagg INC)

Title to Properties and Assets; Liens. The Company has good and marketable title to its properties and assets, its patents, license agreements, intellectual properties, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a Material Adverse Effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, and holds a valid leasehold interest free of any liens, claims or encumbrances.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Genesis Financial Inc)

Title to Properties and Assets; Liens. The To the knowledge of the Company, the Company has good and marketable title to its properties and assets, and has good title to all its leasehold interests, in each case subject to no material mortgage, pledge, lien, lease, encumbrance or charge, other than: than (ai) liens for current taxes not yet due and payable; , (bii) liens imposed by law and incurred in the ordinary course of business for obligations not past due; , (ciii) liens in respect of pledges or deposits under workers’ compensation laws or similar legislation; , and (div) liens, encumbrances and defects in title which do not in any case materially detract from the value of the property subject theretothereto or have a material adverse effect, and which have not arisen otherwise than in the ordinary course of business of the Companybusiness. With respect to the property and assets it leases, the Company is in compliance with such leases in all material respects and, to its knowledge, holds a valid leasehold interest free of any liens, claims or encumbrances, subject to clauses (i)-(iv) above.

Appears in 1 contract

Samples: Stock and Warrant Subscription Agreement (Exactus, Inc.)

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