Common use of Title to Property; Leases Clause in Contracts

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 119 contracts

Samples: Existing Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Ralcorp Holdings Inc /Mo), Note Purchase Agreement (Tiffany & Co)

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Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties that individually or in the aggregate are Materialits Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that , except for those defects in title and Liens that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 50 contracts

Samples: Agency Agreement (Kayne Anderson MLP Investment CO), Agency Agreement (Kayne Anderson Energy Total Return Fund, Inc.), Securities Purchase Agreement (Kayne Anderson Energy Infrastructure Fund, Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 28 contracts

Samples: Note Purchase Agreement (Covance Inc), Note Purchase Agreement (Associated Estates Realty Corp), Guaranty Agreement (Evercore Partners Inc.)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 14 contracts

Samples: Note Purchase Agreement (Enerplus Resources Fund), Note Purchase Agreement (Enerplus Resources Fund), Note Purchase Agreement (Worthington Industries Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties which the Company and its Subsidiaries own or purport to own that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 11 contracts

Samples: Note Purchase and Private Shelf Agreement (Schawk Inc), Note Purchase Agreement (GFI Group Inc.), Note Purchase Agreement (Stericycle Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 9 contracts

Samples: Note Purchase Agreement, Note Purchase Agreement, Note Purchase Agreement

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All To the Company’s knowledge, all leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 5 contracts

Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businessbusiness and except as described in Section 10.5(b)), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Uil Holdings Corp, Uil Holdings Corp, Uil Holdings Corp

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Private Shelf Agreement (RGC Resources Inc), Note Purchase Agreement (RGC Resources Inc), Private Shelf Agreement (RGC Resources Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties that individually or in the aggregate are Materialits Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (other than the Lien created by the Indenture) prohibited by this AgreementAgreement or the Indenture. All Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Bond Purchase Agreement (Chugach Electric Association Inc), Power Purchase Agreement (Chugach Electric Association Inc), Bond Purchase Agreement (Chugach Electric Association Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases to which the Company or any Subsidiary is party and that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Assumption Agreement (Agnico Eagle Mines LTD), Assumption Agreement (Agnico Eagle Mines LTD), Assumption Agreement (Agnico Eagle Mines LTD)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such Material properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)

Title to Property; Leases. The Company Trust and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company Trust or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Purchase Agreement (Pengrowth Energy Trust), Subordination Agreement (PENGROWTH ENERGY Corp), Purchase Agreement (Pengrowth Energy Trust)

Title to Property; Leases. The Company and its Consolidated Subsidiaries have good and sufficient title to their respective properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Consolidated Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialmaterial, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementLiens. All leases that individually or in the aggregate are Material material are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Energous Corp), Securities Purchase Agreement (Dialog Semiconductor PLC)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section SECTION 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Note Purchase Agreement (St Joe Co), Note Purchase Agreement (McGrath Rentcorp), Note Purchase Agreement (Sanderson Farms Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient defensible title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businesscompliance with this Agreement as if this Agreement had been in effect), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp), Note Purchase Agreement (Cabot Oil & Gas Corp)

Title to Property; Leases. The Company and its the Restricted Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementAgreement or the Collateral Documents. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Note Purchase Agreement (Nu Skin Enterprises Inc), Private Shelf Agreement (Nu Skin Enterprises Inc), Nu Skin Enterprises Inc

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 §5.07 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC), Note Purchase Agreement (Oaktree Capital Group, LLC)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialproperties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Note Purchase Agreement (Nui Corp /Nj/), Change of Control Agreement (Hickory Tech Corp), Note Purchase Agreement (American Homestar Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All Material leases that individually or in of the aggregate are Material Company and its Subsidiaries are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Calamos Asset Management, Inc. /DE/), Calamos Asset Management, Inc. /DE/

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to listed in Section Schedule 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens Encumbrances prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Cordiant Communications Group PLC /Adr), Guarantee Agreement (Cordiant Communications Group PLC /Adr)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or (with respect to similar groups of assets) in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties that individually or in the aggregate are Materialits Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that , except for those defects in title and Liens that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (SJW Group), Note Purchase Agreement (SJW Group)

Title to Property; Leases. The Company and its Subsidiaries have good and marketable title to their respective real properties and good and sufficient title to their respective other properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section listed on Schedule 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Guarantee Agreement (Spartech Corp), Guarantee Agreement (Spartech Corp)

Title to Property; Leases. (a) The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreementthe Indenture. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Bond Purchase Agreement (Black Hills Power Inc), Financing Agreement (Black Hills Power Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except for such properties as have been sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: MCG Capital Corp, MCG Capital Corp

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title (including, where applicable, leasehold interests) to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Hunt Corp), Note Purchase Agreement (Hunt Manufacturing Co)

Title to Property; Leases. The Company and its Subsidiaries the Obligors have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.7 or purported to have been acquired by the Company or any Subsidiary Obligor after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Atlas Corp.), Note Purchase Agreement (Atlas Corp.)

Title to Property; Leases. The Company and its the Restricted Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 9.4 or purported to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementAgreement or the Collateral Documents. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Credit Agreement (Nu Skin Enterprises Inc), Credit Agreement (Nu Skin Enterprises Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementAgreement and the Security Documents. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Essential Utilities, Inc.), Intercreditor and Collateral Agency Agreement (Macquarie Infrastructure CO LLC)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementLiens, other than Permitted Liens. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Jackson Hewitt Tax Service Inc

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned properties that individually or in the aggregate are Material, including all such owned properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by Section 10.5 of this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Global Water Resources, Inc.), Note Purchase Agreement (Global Water Resources, Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet delivered pursuant to Section 7.1(b), or if no such balance sheet has been delivered, the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Private Shelf Agreement (McGrath Rentcorp), Private Shelf Agreement (McGrath Rentcorp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that the Company or any Subsidiary is party to as lessee and that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Bearingpoint Inc), Tampa Electric Co

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreementthe Financing Agreements. All Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Equifax Inc), Intercreditor Agreement (Talx Corp)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties that individually or in the aggregate are Materialits Material properties, including all such Material properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that , except for those defects in title and Liens that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ameren Corp), Union Electric Co

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businessbusiness and except as described in Section 10.5(b)), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 2 contracts

Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient marketable title (or a valid leasehold interest) to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Guaranty Agreement (Plexus Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All The Company and its Subsidiaries enjoy peaceful and undisturbed possession under all leases that individually or in the aggregate are Material Material, and all of such leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Flow International Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient marketable title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet Financial Statements referred to in Section 5.5 5.4 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreementother than Permitted Liens. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Environmental Power Corp)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), except for minor defects in title that do not interfere with the Company’s ability to conduct its business as currently conducted or to utilize such properties for their intended use and in each case free and clear of Liens prohibited by this Agreement(other than Permitted Liens). All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. Section 5.11.

Appears in 1 contract

Samples: Ugi Corp /Pa/

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialproperties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: American Homestar Corp

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 3.05 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Credit Agreement (Brinks Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. Section 5.11.

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Rexnord Corp)

Title to Property; Leases. The Each Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the any Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: KMG Chemicals (KMG Chemicals Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.05 or purported to have been acquired by the Company or any Subsidiary of its Subsidiaries after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Digex Inc/De)

Title to Property; Leases. The Except as disclosed in the Existing Registration Statement, the Company and its Subsidiaries have has good and sufficient title to their respective or otherwise has the right to use its properties that individually or in the aggregate are Materialmaterial, including all such properties reflected in the most recent audited balance sheet referred to contained in Section 5.5 the Existing Registration Statement or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Investment Agreement (Orbimage Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section SECTION 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businesssince such date for fair value), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (St Joe Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialmaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Signet Group PLC)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section listed on Schedule 5.5 or purported to have been acquired by the ------------ Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (TFC Enterprises Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementSection 10.2. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (BlackRock Kelso Capital CORP)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.1(e) or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementGuarantee. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Hub International LTD

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (other than the Lien created under the Indenture) prohibited by this Agreementthe Indenture. All To the Company’s knowledge, all Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: South Jersey Industries Inc

Title to Property; Leases. The Company and its Subsidiaries each Subsidiary have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Snyder's-Lance, Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties that individually or in the aggregate are Materialand assets, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), except for those defects in each case free title and clear of Liens prohibited by this Agreement. All leases that that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Ims Health Incorporated (Ims Health Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens (other than the Lien created under the Mortgage) prohibited by this Agreement, the Indenture or the Mortgage. All To the Company’s knowledge, all Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (South Jersey Gas Co/New)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (BGC Partners, Inc.)

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Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. 5.11.

Appears in 1 contract

Samples: Note Purchase Agreement (New England Business Service Inc)

Title to Property; Leases. The Trust, the Company and its their respective Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Trust, the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreementwhich, individually or in the aggregate, are Material. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: First Potomac Realty Trust

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.. 5.11

Appears in 1 contract

Samples: Note Purchase Agreement (Bei Technologies Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businessbusiness or as otherwise permitted within the terms of this Agreement), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Guaranty Agreement (Davey Tree Expert Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section Sec. 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Pittway Corp /De/)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects. No Subsidiary owns or leases any properties that, individually, or in the aggregate, are Material.

Appears in 1 contract

Samples: Note Purchase Agreement (Great Plains Energy Inc)

Title to Property; Leases. The Company and its the Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Seitel Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Lindsay Corp)

Title to Property; Leases. The Each Guarantor, the Company and its their Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by any Guarantor, the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase and Guaranty Agreement (Whitestone REIT)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that which the Company and its Subsidiaries own or purport to own that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (G&k Services Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 SECTION 5.1.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Moore Corporation LTD)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 8.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Guaranty Agreement (Precision Castparts Corp)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that that, individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Tampa Electric Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementLiens, except for Permitted Liens. All Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Private Shelf Agreement (Checkpoint Systems Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens Liens, except with respect to Permitted Liens, prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Purchase Agreement (Cheniere Energy Partners, L.P.)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective properties that that, individually or in the aggregate aggregate, are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Restricted Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this AgreementAgreement or the Security Documents. All leases that that, individually or in the aggregate aggregate, are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Egl Inc

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective owned properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Hughes Supply Inc)

Title to Property; Leases. The Each Guarantor, the Company and its their Material Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by any Guarantor, the Company or any Material Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Credit Agreement Whitestone Reit Operating (Whitestone REIT)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialproperties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the Borders Group, Inc. Note Purchase Agreement ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Borders Group Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that they own or purport to own that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Tetra Tech Inc

Title to Property; Leases. The Company and its Material Subsidiaries have good and sufficient marketable title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Material Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), except for those defects in title that, individually or in the aggregate, would not have a Material Adverse Effect and, in each case case, free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Otter Tail Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to to, or valid leasehold interests in, their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Resmed Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective properties such property it purports to own that individually or in the aggregate are is Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Intercreditor and Collateral Agency Agreement (Northwest Natural Gas Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to included in Section 5.5 the 2018 Financial Statements or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), except for those defects in each case free and clear of Liens prohibited by this Agreement. All leases that title that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Cowen Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (International Flavors & Fragrances Inc)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businessbusiness or in accordance with this Agreement), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Private Shelf Agreement (Oceaneering International Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Materialmaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said such date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that , except for those defects in title that, individually or in the aggregate are aggregate, could not reasonably be expected to have a Material are valid and subsisting and are in full force and effect in all material respectsAdverse Effect.

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Macquarie Infrastructure Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Agreement (Waddell & Reed Financial Inc)

Title to Property; Leases. The Company and its Subsidiaries Subsidiary have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any its Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Grande Resources (El Paso Electric Co /Tx/)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported purport- ed to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.05 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material Material respects.

Appears in 1 contract

Samples: Letter of Credit and Term Loan Agreement (Chicago Bridge & Iron Co N V)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 Section5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), except for those defects in each case free and clear of Liens prohibited by this Agreement. All leases that title that, individually or in the aggregate are aggregate, would not have a Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects. Section5.11.

Appears in 1 contract

Samples: Note Purchase Agreement (Elizabethtown Water Co /Nj/)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case case, free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Piper Jaffray Companies)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient marketable title to their respective properties that individually or in the aggregate are MaterialMaterial properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 3.2 and Section 5.1 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement, except for Permitted Liens. All Material leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Credit Agreement (Checkpoint Systems Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section Schedule 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of businessbusiness and except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes), in each case free and clear of Liens prohibited by this Agreement. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Dividend Capital Trust Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases to which the Company or any Subsidiary is a party, that individually or in the aggregate are Material Material, are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Note Purchase Agreement (Healthcare Realty Trust Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective properties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 or purported to have been acquired by the Company or any Subsidiary after said date (except as sold or otherwise disposed of in the ordinary course of business), in each case free and clear of Liens prohibited by this Agreement. All leases that , except for those defects in title and Liens that, individually or in the aggregate are aggregate, would not reasonably be expected to have a Material are valid and subsisting and are in full force and effect in all material respects.Adverse

Appears in 1 contract

Samples: Note Purchase Agreement (Unitil Corp)

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