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 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, except for those defects in title and Liens that, individually or in the 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 38 contracts

Samples: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Smucker J M Co), Private Shelf Agreement (Wausau Paper Corp.)

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Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective 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 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, Agreement except for those defects in title and Liens that, that individually or in the aggregate, would not reasonably be expected to 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 13 contracts

Samples: Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (STERIS PLC), Note Purchase Agreement (Steris Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 AgreementAgreement or the Indenture, except for those defects in title and Liens that, individually or in the 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 12 contracts

Samples: Purchase  agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc), Bond Purchase Agreement (Aqua America Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesthe properties that they own or purport to own and 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, except for those defects in title and Liens that, . All leases that individually or in the aggregate, would not have a aggregate are Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 6 contracts

Samples: Agreement (Aptargroup Inc), Agreement (Aptargroup Inc), Note Purchase Agreement (Donaldson Co Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title related to their respective the ownership of its 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 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 Mortgage Indenture (including the Supplemental Indenture), except for those defects in title and Liens that, individually or in the 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 6 contracts

Samples: Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp), Purchase Agreement (New Jersey Resources Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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, except for those defects in title and Liens that, individually or in the 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 6 contracts

Samples: Note Purchase Agreement (C. H. Robinson Worldwide, Inc.), Guaranty Agreement (Ugi Utilities Inc), Guaranty Agreement (Ugi Utilities Inc)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title related to the ownership of their respective 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 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 Mortgage Indenture (including the Supplemental Indenture), except for those defects in title and Liens that, individually or in the 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 5 contracts

Samples: Note Purchase Agreement (New Jersey Resources Corp), Note Purchase Agreement (New Jersey Resources Corp), Indenture (New Jersey Resources Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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, except for those defects in title and Liens that, . All leases under which the Company or any Subsidiary is a lessee that individually or in the aggregate, would not have a aggregate are Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 5 contracts

Samples: Ametek (Ametek Inc/), Note Purchase Agreement (Ametek Inc/), Note Purchase Agreement (Ametek Inc/)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective Material propertiesits 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, except for those defects in title and Liens thatthe Indenture or the Mortgage. To the Company’s knowledge, individually or in the aggregate, would not have a Material Adverse Effect. All all Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 5 contracts

Samples: South Jersey (SOUTH JERSEY GAS Co), South Jersey (SOUTH JERSEY GAS Co), Note Purchase Agreement (SOUTH JERSEY GAS Co)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective its 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, except for those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to 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 4 contracts

Samples: Note Purchase Agreement (York Water Co), York Water Co, York Water Co

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective Material propertiesproperties 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, except for those defects in title and Liens that, that individually or in the aggregate, aggregate would not have a Material Adverse Effect. All leases that individually or in the aggregate are Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 4 contracts

Samples: Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Ferrellgas Partners Finance Corp), Note Purchase Agreement (Ferrellgas Partners Finance Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to included in Section 5.5 the 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), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the 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 4 contracts

Samples: Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp), Note Purchase Agreement (Medallion Financial Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesproperties 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, Agreement except for those defects in title and Liens that, individually or in the 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 3 contracts

Samples: Note Purchase Agreement (Texas New Mexico Power Co), Note Purchase Agreement (Public Service Co of New Mexico), Public Service Co of New Mexico

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesproperties 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, except for those defects in title . All leases that the Company or any Subsidiary is party to as a lessee and Liens that, that individually or in the aggregate, would not have a aggregate are Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 3 contracts

Samples: Yamana Gold (Yamana Gold Inc), Guarantee Agreement (Yamana Gold Inc), Note Purchase Agreement (Yamana Gold Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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), except for those defects in title that could not, individually or in the aggregate, reasonably be expected have a Material Adverse Effect, in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, . All leases that individually or in the aggregate, would not have a aggregate are 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 (Toro Co), Note Purchase Agreement (Toro Co)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 AgreementAgreement or the Mortgage Indenture, except for those defects in title and Liens that, individually or in the 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: Middlesex Water Co, Middlesex Water Co

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title related to their respective the ownership of its 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 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 Mortgage Indenture (including the Supplemental Indentures), except for those defects in title and Liens that, individually or in the 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: Purchase Agreement (New Jersey Resources Corp), Supplemental Indenture (New Jersey Resources Corp)

Title to Property; Leases. The Except as set forth in Schedule 5.10, the Company and its Subsidiaries have good and sufficient title to their respective 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, except for those defects in title and Liens that, individually or in the 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: Master Note Agreement (CERNER Corp), Master Note Agreement (CERNER Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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, Agreement except for those defects in title and Liens thatthat could not, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. All leases that individually or in the aggregate are 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 (Littelfuse Inc /De), Subsidiary Guaranty Agreement (Littelfuse Inc /De)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 businessof), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the 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. Section 5.11.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 businessof), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the 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: Guaranty Agreement (Ugi Corp /Pa/), Note Purchase Agreement (Ugi Corp /Pa/)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective 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 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, except for those defects in title and Liens that, individually or in the 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 (Rohm & Haas Co), Subsidiary Guaranty Agreement (Molex Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited consolidated 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 business), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the 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 Material respects.

Appears in 1 contract

Samples: Park National Corp /Oh/

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesproperties that individually or in the aggregate are Material, including all such properties reflected in the most recent audited balance sheet referred delivered pursuant to in Section 5.5 7.1(b) of the Existing Note Purchase Agreement 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 those defects in title and Liens that, the Financing Documents. All leases that individually or in the aggregate, would not have a aggregate are 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 (C Quential Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient marketable title to their respective Material 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 those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to 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: Credit Agreement (Checkpoint Systems Inc)

Title to Property; Leases. The Company and its Restricted Subsidiaries have good and sufficient title to their respective 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 Restricted 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, except for and those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to 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 (WABCO Holdings Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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, except for those defects in title and Liens that, individually or in the 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. 5.11.

Appears in 1 contract

Samples: Subsidiaries and Ownership of Subsidiary (Ace Hardware Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material 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 Credit Agreement, except for those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to 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: Credit Agreement (Checkpoint Systems Inc)

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Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesProperties, including all such properties 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, except for those defects in title and Liens that, individually or in the 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 (Lee Enterprises Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 AgreementAgreement and the Other Agreements, except for those defects in title and Liens that, individually or in the aggregate, would not reasonably be expected to 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 (Board of Trade of the City of Chicago Inc)

Title to Property; Leases. The Company Each Obligor and its Subsidiaries have good and sufficient title to their respective its 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 any Obligor 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 those defects in title and Liens that, individually or in the 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 (Agl Resources Inc)

Title to Property; Leases. The Company Parent and its Subsidiaries Subsidiaries, including the Company, have good and sufficient title to their respective Material propertiesthe properties that they own and 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 Parent or any Subsidiary Subsidiary, including the Company, 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 those defects in title and Liens that, . All leases that individually or in the aggregate, would not have a aggregate are 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 (Big Lots Inc)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective Material propertiesproperties 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, except for those defects in title and Liens that, individually or in the 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. No Subsidiary owns or leases any properties that, individually, or in the aggregate, are Material.

Appears in 1 contract

Samples: Guaranty Agreement (Westar Energy Inc /Ks)

Title to Property; Leases. The Company and each of its Subsidiaries have good and sufficient title to their respective 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, except for those defects in title and Liens that, individually or in the 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 (Luxottica Group Spa)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective 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 under the Indenture) prohibited by this AgreementAgreement or the Indenture, except for those defects in title and Liens that, individually or in the 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: Series 2009c Note Purchase Agreement (Tri-State Generation & Transmission Association, Inc.)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesproperties 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 (other than Permitted Liens or Liens that are not prohibited by this Agreement, except for those defects in title and Liens that, ). All leases that individually or in the aggregate, would not have a aggregate are 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 (Silver Point Specialty Lending Fund)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.3 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 those defects in title and Liens that, individually or in the 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 (Brown & Brown Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material 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), in each case free and clear of Liens prohibited by this Agreement, except for those defects in title and Liens that, individually or in the 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 (Medallion Financial Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, 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, except for those defects in title and Liens that, individually or in the 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: Guaranty Agreement (Woodward Governor Co)

Title to Property; Leases. 5 7 The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesmaterial Properties, including all such properties 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, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Investment Agreement (Cityxpress Com Corp)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesproperties described in the Memorandum, 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, except for those defects in title and Liens that, individually or in the 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: Regulatory Services Agreement (Nasdaq Stock Market Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material properties, including all such Material properties reflected in the most recent audited balance sheet referred to in Section 5.5 4.5 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, except for those defects in title and Liens that, individually or in the 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: Securities Purchase Agreement (Westwood One Inc /De/)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient valid title to their respective Material propertiesproperties 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, except for those defects in title and Liens that, . All leases that individually or in the aggregate, would not have a aggregate are 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: Pledge Agreement (Homeservices Com Inc)

Title to Property; Leases. The Company and its Subsidiaries have good and sufficient title to their respective Material propertiesmaterial Properties, including all such properties 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, except for those defects in title and Liens that, individually or in the aggregate, would not have a Material Adverse Effect. All Material material leases are valid and subsisting and are in full force and effect in all material respects.

Appears in 1 contract

Samples: Investment Agreement (Cityxpress Com Corp)

Title to Property; Leases. The Company and its Subsidiaries have has good and sufficient title to their respective Material propertiesits 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 Agreement, except for those defects in title and Liens that, the Indenture. All leases that individually or in the aggregate, would not have a aggregate are Material Adverse Effect. All Material leases are valid and subsisting and are in full force and effect in all material respects. Section 5.11.

Appears in 1 contract

Samples: Dayton Power & Light Co

Title to Property; Leases. The Company Obligors and its their Subsidiaries have good and sufficient title to their respective Material properties, including all such properties reflected in the most recent audited balance sheet referred to in Section 5.5 5.6 or purported to have been acquired by the Company any Obligor 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, except for those defects in title and Liens that, individually or in the 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 and Guaranty Agreement (Oaktree Capital Group, LLC)

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