Merchantable Title. Except as set forth in Schedule 2.6(a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in the Company’s business and necessary to permit the Company to carry on the Company’s business as presently conducted, and with respect to real property leased by the Company for use in the Company’s business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, “Liens”) except, in the case of real property identified on Schedule 2.1l(a), for Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings (and which have been sufficiently accrued or reserved against in the Company Statements), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (the “Permitted Liens”). None of the assets, business or properties of the Company used or useful in the Company’s business are subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (Valiant Health Care, Inc.)
Merchantable Title. Except as set forth in Schedule 2.6(a2.6 (a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in the Company’s 's business and necessary to permit the Company to carry on the Company’s 's business as presently conducted, and with respect to real property leased by the Company for use in the Company’s 's business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, “"Liens”") except, in the case of real property identified on Schedule 2.1l(a2.11(a), for Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings (and which have been sufficiently accrued or reserved against in the Company Statements), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (the “"Permitted Liens”"). None of the assets, business or properties of the Company used or useful in the Company’s 's business are subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (O2wireless Solutions Inc)
Merchantable Title. Except as set forth in Schedule 2.6(a), the Company has good and merchantable title to all of its assets, businesses and properties used or useful in the Company’s 's business and necessary to permit the Company to carry on the Company’s 's business as presently conducted, and with respect to real property leased by the Company for use in the Company’s 's business, good and marketable leasehold estates or lessee's interests, including, without limitation, all such properties (tangible and intangible) reflected in the Company Statements (except for inventory disposed of in the ordinary course of business since the date of such Company Statements) free and clear of all mortgages, liens (statutory or otherwise), security interests, claims, pledges, licenses, equities, options, conditional sales contracts, assessments, levies, easements, covenants, reservations, restrictions, rights-of-way, exceptions, limitations, mineral rights, charges or Encumbrances of any nature whatsoever (collectively, “"Liens”") except, in the case of real property identified on Schedule 2.1l(a), for Liens for taxes not yet due or which are being contested in good faith by appropriate proceedings (and which have been sufficiently accrued or reserved against in the Company Statements), municipal and zoning ordinances and easements for public utilities, none of which interfere with the use of the property as currently utilized (the “"Permitted Liens”"). None of the assets, business or properties of the Company used or useful in the Company’s 's business are subject to any restrictions with respect to the transferability thereof and title thereto will not be affected in any way by the transactions contemplated hereby other than as disclosed in Schedule 2.6(a).
Appears in 1 contract
Sources: Stock Purchase Agreement (O2wireless Solutions Inc)