Common use of Title to Properties Clause in Contracts

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 17 contracts

Samples: Underwriting Agreement (Biodel Inc), Underwriting Agreement (Icop Digital, Inc), Underwriting Agreement (Healthy Fast Food Inc)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 14 contracts

Samples: Underwriting Agreement (Biodel Inc), Underwriting Agreement (S&W Seed Co), Underwriting Agreement (Derma Sciences, Inc.)

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Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(A)(o) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 6 contracts

Samples: Underwriting Agreement (iStar Acquisition Corp.), Underwriting Agreement (NRDC Acquisition Corp.), Underwriting Agreement (Sports Properties Acquisition Corp.)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(k) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for such as do not materially are described in the Registration Statement, the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary.

Appears in 5 contracts

Samples: Underwriting Agreement (Pluristem Therapeutics Inc), Warrant Agent Agreement (Pluristem Therapeutics Inc), Underwriting Agreement (Pluristem Therapeutics Inc)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(l) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 5 contracts

Samples: Underwriting Agreement (Vanguard Energy Corp), Underwriting Agreement (Vanguard Energy Corp), Underwriting Agreement (Vanguard Energy Corp)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as described in the Prospectus or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 5 contracts

Samples: Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Cabg Medical Inc), Underwriting Agreement (Mathstar Inc)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(n6(l) above (or elsewhere in the Disclosure Package and Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary. The Company and its subsidiaries do not own any real property.

Appears in 4 contracts

Samples: Sales Agreement (Axovant Gene Therapies Ltd.), Sales Agreement (Axovant Gene Therapies Ltd.), Sales Agreement (Sio Gene Therapies Inc.)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(k) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 3 contracts

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.), Underwriting Agreement (Gemphire Therapeutics Inc.), Underwriting Agreement (Kite Pharma, Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(n1(q) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interestsinterest, mortgagesmortgage, lienslien, encumbrancesencumbrance, equitiesequity, claims and adverse claim or other defectsdefect, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Placement Agency Agreement (Adomani, Inc.), Placement Agency Agreement (Adomani, Inc.)

Title to Properties. The Company has good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company are is held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company. The Company does not own any real property.

Appears in 2 contracts

Samples: Underwriting Agreement (IGM Biosciences, Inc.), Underwriting Agreement (IGM Biosciences, Inc.)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Flex Pharma, Inc.), Underwriting Agreement (Kite Pharma, Inc.)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed expected to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Computer Literacy Inc, Computer Literacy Inc

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(I)(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (WPT Enterprises Inc), Underwriting Agreement (WPT Enterprises Inc)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n6(i) above (or elsewhere in the Disclosure Package and Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected to, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Companyaggregate, result in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary.

Appears in 2 contracts

Samples: Sales Agreement (Kezar Life Sciences, Inc.), Sales Agreement (Kezar Life Sciences, Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.. (r)

Appears in 2 contracts

Samples: Underwriting Agreement (Coldwater Creek Inc), Underwriting Agreement (Coldwater Creek Inc)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n) above (or elsewhere in the Disclosure Package and the ProspectusPackage), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Cleveland Biolabs Inc), Underwriting Agreement (Cleveland Biolabs Inc)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(A) above (or elsewhere in the Disclosure Package and the Prospectus)i) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Childrens Place Retail Stores Inc), Underwriting Agreement (Childrens Place Retail Stores Inc)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyresult in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Synthorx, Inc.), Underwriting Agreement (Equillium, Inc.)

Title to Properties. The Company does not own any real property. The Company has good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Endocyte Inc), Underwriting Agreement (Endocyte Inc)

Title to Properties. The Company has good and marketable title to all the properties property and other assets reflected as owned in the financial statements referred to Financial Statements incorporated by reference in Section 1(n) above (or elsewhere in the Disclosure Package and the each Applicable Prospectus), in each case (except as disclosed in the Applicable Prospectuses) free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Acasti Pharma Inc.), Underwriting Agreement

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements Financial Statements referred to in Section 1(n) above (or elsewhere in the Disclosure Package and the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as (i) do not materially and adversely affect the value of such property and property; (ii) do not materially interfere with the use made or proposed to be made of such property by the Company; and (iii) are reflected in the Financial Statements. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 2 contracts

Samples: Underwriting Agreement (Isky Inc), Lifeminders Com Inc

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n6(l) above (or elsewhere in the Disclosure Package and Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except where the failure to have such as do title could not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are could not material and do not materially interfere with reasonably be expected, individually or in the use made or proposed aggregate, to be made of such real property, improvements, equipment or personal property by the Companyresult in a Material Adverse Change.

Appears in 1 contract

Samples: Sales Agreement (C4 Therapeutics, Inc.)

Title to Properties. The Company and each Founding Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such Founding Company. The real property, improvements, equipment and personal property held under lease by the Company or any Founding Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such Founding Company.

Appears in 1 contract

Samples: Underwriting Agreement (Compass International Services Corp)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(a)(x) above (or elsewhere in the General Disclosure Package and the Final Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Placement Agency Agreement (Biodel Inc)

Title to Properties. The Company has and its subsidiaries possess good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n3.2(viii) above (or elsewhere in the Disclosure Package and Registration Statement or the ProspectusProspectus Supplement), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Subscription Agreement (Cidara Therapeutics, Inc.)

Title to Properties. The Except to the extent described in the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Ondisplay Inc)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(k) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are is held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (scPharmaceuticals Inc.)

Title to Properties. The Company has possesses good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(k) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cidara Therapeutics, Inc.)

Title to Properties. The Company has does not own any real property. Except as disclosed in the Registration Statement, the Company and its subsidiaries have good and marketable title to all the properties personal property and other assets reflected as owned by the Company or its subsidiaries, as applicable, in the financial statements referred to in Section 1(n) above (or elsewhere in Registration Statement, the Disclosure Package Time of Sale Prospectus and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or its subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Curis Inc)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n) 1 above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected to, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Companyaggregate, result in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Menlo Therapeutics, Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(A)(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Youcentric Inc)

Title to Properties. The Company has and its subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Data Critical Corp)

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Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(A)(1) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Logility Inc

Title to Properties. The Company has and its Subsidiaries have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany and its Subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company and its Subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany and its Subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Stamps Com Inc)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n2(m) above (or elsewhere in the Disclosure Package and the ProspectusProspectus Supplement), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material material, and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Share Purchase Agreement (Epix Medical Inc)

Title to Properties. The Except to the extent described in the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The All real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Edutrades, Inc.

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(k) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary. The Company does not own any real property.

Appears in 1 contract

Samples: Underwriting Agreement (Arcellx, Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(l) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cubist Pharmaceuticals Inc)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Rallybio Corp)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects except as otherwise disclosed in the Registration Statement, except such as do not materially the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Internap Corp)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and assets and do not materially interfere with the use made or proposed to be made of such property and assets by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under leases that are valid and enforceable leasesagainst the Company and, to the Company’s knowledge, the other parties thereto, in each case with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Biosante Pharmaceuticals Inc)

Title to Properties. The Except to the extent described in the Prospectus, the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(i) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Imanage Inc)

Title to Properties. The Company has does not own any real property. Except as disclosed in the Registration Statement, the Company and its subsidiaries have good and marketable title to all the properties personal property and other assets reflected as owned by the Company or its subsidiaries, as applicable, in the financial statements referred to in Section 1(n) above (Registration Statement, the Final Prospectus or elsewhere in the Disclosure Package and the Prospectus)Package, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or its subsidiaries.

Appears in 1 contract

Samples: Underwriting Agreement (Curis Inc)

Title to Properties. The Company has good and marketable title to all the properties properties, real and personal, and assets reflected as owned in the financial statements referred to in Section 1(n1 (i) above (or elsewhere in the Disclosure Package and the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except those, if any, reflected in such financial statements such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (LJL Biosystems Inc)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(m) above (or elsewhere in the Disclosure Package and the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except (i) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property and assets by the CompanyCompany and (ii) such as described in the Disclosure Package and Prospectus. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Cardiomems Inc)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n2(a)(xii) above (or elsewhere in the Registration Statement, the Time of Sale Disclosure Package and or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (Gemphire Therapeutics Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(o) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Underwriting Agreement (National Security Solutions Inc.)

Title to Properties. The Company has and its subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n1(j) above (or elsewhere in the Disclosure Package and Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects except as would not reasonably be expected, except such as do not materially and adversely affect individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the CompanyCompany or such subsidiary.

Appears in 1 contract

Samples: Underwriting Agreement (Threshold Pharmaceuticals Inc)

Title to Properties. The Company has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(n6(j) above (or elsewhere in the Disclosure Package and Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected to, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Companyaggregate, result in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.

Appears in 1 contract

Samples: Sales Agreement (Menlo Therapeutics Inc.)

Title to Properties. The Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(n1(A)(ix) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company.. (xviii)

Appears in 1 contract

Samples: Underwriting Agreement (Il Fornaio America Corp)

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