Common use of Title to Property Clause in Contracts

Title to Property. Each of the Company and its subsidiaries has good and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used in its business are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Oceanfirst Financial Corp), Underwriting Agreement (Oceanfirst Financial Corp), Underwriting Agreement (Renasant Corp)

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Title to Property. Each of the The Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the General Disclosure Package and the Prospectus or (2B) do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)

Title to Property. Each of the The Company and its subsidiaries has do not own any real property and have good and marketable title in fee simple to all of its real and personal properties, reflected as other material properties owned in the consolidated financial statements or as described in the Prospectus, in each case by them free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has received any written notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would notwhich, individually singly or in the aggregate, have would result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Fleetmatics Group PLC), Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Registration Statement and Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement and Prospectus, are in full force and effect, except where the failure of such leases and subleases lease or sublease to be in full force and effect would not, individually not singly or in the aggregate, have aggregate result in a Material Adverse Effect. None of , and neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Purchase Agreement (Mylan Laboratories Inc), Purchase Agreement (Mylan Laboratories Inc), Purchase Agreement (Mylan Inc.)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1i) reflected are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None none of the Company or any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)

Title to Property. Each of the Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company or the Subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (State National Bancshares, Inc.), Purchase Agreement (SNB Bancshares Inc), Purchase Agreement (Eurobancshares Inc)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable sufficient title in fee simple to all of real property, principal plants and all other property owned by them and which is material to the Company's and its real and personal properties, reflected subsidiaries' operations taken as owned in the consolidated financial statements or as described in the Prospectusa whole, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property or do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries taken as a whole, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Oge Energy Corp, Oge Energy Corp, Oge Energy Corp

Title to Property. Each The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, if title were so encumbered, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good subsidiaries, considered as one enterprise, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Tubemogul Inc), Underwriting Agreement (Tubemogul Inc), Underwriting Agreement (Nexvet Biopharma PLC)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Us Airways Group Inc)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: International Purchase Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD), Aether Systems LLC

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would notwhich adverse claim, individually singly or in the aggregate, have would result in a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (CapLease, Inc.), Sales Agreement (CapLease, Inc.), CapLease, Inc.

Title to Property. Each The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all personal properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, if title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good subsidiaries, considered as one enterprise, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, sublease except to the extent that any claim that impingement of the Company’s rights thereto would not, individually or not result in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do are not materially interfere with significant in relation to the use made and proposed to be made business of such property by the Company or such subsidiary or (3) which would notand the Subsidiaries, individually or in the aggregate, have a Material Adverse Effect. All considered as one enterprise; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where and neither the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None Company nor any of the Company or any of its subsidiaries Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity to Subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Bedford Property Investors Inc/Md, Bedford Property Investors Inc/Md, Bedford Property Investors Inc/Md

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that in each case, where an adverse outcome would not, individually or result in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Registration Statement and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Sales Agreement (MeiraGTx Holdings PLC), Sales Agreement (MeiraGTx Holdings PLC), Galera Therapeutics, Inc.

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in by them that are material to the consolidated financial statements or as described in the ProspectusCompany's business, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: International Purchase Agreement (Universal Compression Holdings Inc), Universal Compression Holdings Inc, Universal Compression Holdings Inc

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.. (xix)

Appears in 2 contracts

Samples: Purchase Agreement (Pepco Holdings Inc), Pepco Holdings Inc

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries do not own any real property and have good and marketable title in fee simple to all of its real and personal propertiesother properties owned by them, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the General Disclosure Package and the Pre-Pricing Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the General Disclosure Package and the Pre-Pricing Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Cobiz Financial Inc), Purchase Agreement (Cobiz Inc)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Wabash National Corp /De), Nu Skin Asia Pacific Inc

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1x) reflected are described in such consolidated financial statements, the Prospectus or (2y) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or General Disclosure Package or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus or General Disclosure Package, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Us Airways Inc), Purchase Agreement (Eastshore Aviation, LLC)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases relating to the business of the Company and its subsidiaries, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim that or adverse effect on the Company’s rights thereto would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Strongbridge Biopharma PLC), Underwriting Agreement (Strongbridge Biopharma PLC)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse EffectSubsidiaries. All of the leases and subleases material to the business of the Company or any of the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where and neither the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None Company nor any of the Company or any of its subsidiaries Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Packaged Ice Inc), Packaged Ice Inc

Title to Property. Each of The Company and its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Ipg Photonics Corp), International Purchase Agreement (Knoll Inc)

Title to Property. Each of The Company and its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Knoll Inc), Purchase Agreement (CDW Holding Corp)

Title to Property. Each of the Company The Company, its Subsidiaries and its subsidiaries has Material Holdings have good and marketable title in fee simple to all of real property owned by the Company, its real Subsidiaries and personal properties, reflected as its Material Holdings and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary any of its Subsidiaries or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All Holdings; and all of the leases and subleases material to the business of the Company, its Subsidiaries and its Material Holdings, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries or Material Holdings holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary nor any Material Holding has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiaries or Material Holdings under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such entity subsidiary or Material Holding to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Internet Capital Group Inc), International Purchase Agreement (Internet Capital Group Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Offering Memorandum or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and or proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds hold properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Perry Ellis International Inc), Supreme International Corp

Title to Property. Each The Company and each of the Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of its real or personal property which are material to the business of the Company and personal properties, reflected the Subsidiaries taken as owned in the consolidated financial statements or as described in the Prospectusa whole, in each case free and clear of all liens, encumbrances, security interests, claims and defectsdefects that do not, singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; except as (1) reflected in such consolidated financial statements, (2) those that do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in and the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used in its business are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse EffectSubsidiaries.

Appears in 2 contracts

Samples: Underwriting Agreement (Aveo Pharmaceuticals, Inc.), Underwriting Agreement (Aveo Pharmaceuticals, Inc.)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Prospectus or (B) do not, individually or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Direct General Corp), Underwriting Agreement (Direct General Corp)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement and the Prospectus or, (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any such failure to be in full force and effect or any such claim that would notcould not reasonably be expected, individually or in the aggregate, have to result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (RAPT Therapeutics, Inc.), RAPT Therapeutics, Inc.

Title to Property. Each The Company and its subsidiaries have good and marketable title to all real property material to the business of the Company and its subsidiaries, considered as one enterprise, and owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually singly or in the aggregate, have a Material Adverse Effect. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would notsuch as, individually singly or in the aggregate, would not have or result in a Material Adverse Effect.

Appears in 2 contracts

Samples: International Purchase Agreement (Azurix Corp), Schedules (Azurix Corp)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (FBL Financial Group Inc), American Equity Investment Life Holding Co

Title to Property. Each of Except as otherwise disclosed in the Prospectuses, the Company and its subsidiaries has have good and marketable title in fee simple to all of real property owned by the Company and its real subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Garmin LTD), International Purchase Agreement (Garmin LTD)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that for such claims as would not, individually singly or in the aggregate, have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real and personal properties, reflected as properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, sublease except to the extent that any claim that or adverse effect on the Company’s rights thereto would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect. The Company does not own any real property.

Appears in 2 contracts

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

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Offering Memorandum or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where and neither the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None Company nor any of the Company or any of its subsidiaries Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Sonic Automotive Clearwater Inc), Purchase Agreement (Sre Maryland 2 LLC)

Title to Property. Each of the Company and its subsidiaries has The Partnership Entities have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other property owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the Time of Sale Prospectus and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All Partnership Entities; and all of the leases and subleases material to the business of the Partnership Entities, considered as one enterprise, and under which the Company or any of its subsidiaries the Partnership Entities holds properties used described in its business the Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None none of the Company or any of its subsidiaries Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of any such entity Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Susser Petroleum Partners LP), Underwriting Agreement (Sunoco LP)

Title to Property. Each The Company and its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectuses or (b) would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good Subsidiaries, considered as one enterprise, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Fox Entertainment Group Inc), International Purchase Agreement (Fox Entertainment Group Inc)

Title to Property. Each of The Company and its subsidiaries have good title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would notwhich, individually singly or in the aggregate, have would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp)

Title to Property. Each The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement or (B) do not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good subsidiaries, taken as a whole, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any where the failure of the lease or sublease to be in full force and effect or such claim that would could not, individually singly or in the aggregate, have result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Nomura Holdings Inc, Nomura Holdings Inc

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Meru Networks Inc), Purchase Agreement (Meru Networks Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind, except such as (1a) reflected are described in such consolidated financial statements, the Offering Memorandum or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Golden Sky DBS Inc), Purchase Agreement (Golden Sky Systems Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim sublease that would not, individually or reasonably be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Selective Insurance (Selective Insurance Group Inc), Underwriting Agreement (Selective Insurance Group Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all other properties owned by them that are material to the business of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the ProspectusCompany, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind, except (a) as (1) reflected otherwise stated in such consolidated financial statements, (2) do not materially interfere with the use made Registration Statement and proposed to be made of such property by the Company or such subsidiary Prospectus or (3b) which would notfor any of the foregoing, individually which, either singly or in the aggregate, have would not result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except for any claim that would notsuch claim, individually which, either singly or in the aggregate, have would not result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Solectron Corp), Purchase Agreement (Solectron Corp)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims claims, restrictions or encumbrances of any kind except such as do not, singly or in the aggregate, materially affect the value of such property and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Merchants Bancorp), Underwriting Agreement (Merchants Bancorp)

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good and marketable title to all other properties owned in by the consolidated financial statements or as described in Company and the ProspectusSubsidiaries, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Prospectus or (B) do not, individually or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (James River Group, INC), Underwriting Agreement (James River Group, INC)

Title to Property. Each of the Company and its subsidiaries has good and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or Except as described in the ProspectusRegistration Statement or the Prospectus or where the failure thereof would not reasonably be expected to result in a Material Adverse Effect, the Company and the Subsidiary have good title to all personal property owned by them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All Subsidiary; and all of the leases and subleases material to the business of the Company and the Subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiary holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or any of its subsidiaries nor the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except . The Company does not own any claim that would not, individually or in the aggregate, have a Material Adverse Effectreal property.

Appears in 2 contracts

Samples: Underwriting Agreement (Discovery Laboratories Inc /De/), Underwriting Agreement (Discovery Laboratories Inc /De/)

Title to Property. Each of The Company and its subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Blackrock Inc /Ny), Purchase Agreement (Tuesday Morning Corp/De)

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of its real and personal properties, reflected as property owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the Disclosure Materials or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases relating to the business of the Company and its Subsidiaries, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Disclosure Materials, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such Subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim that or adverse effect on the Company’s rights thereto would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect. Neither the Company nor its Subsidiaries own any real property.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Strongbridge Biopharma PLC)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind, except such as (1A) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property, do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would any of its subsidiaries and do not, individually singly or in the aggregate, aggregate have a Material Adverse Effect. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and or subleases to be in full force and effect would not, individually or in the aggregate, not have a Material Adverse Effect. None of , and neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Merrill Lynch Preferred Capital Trust Ii), Merrill Lynch Preferred Capital Trust Iv

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real, tangible and intangible property reflected in the most recent balance sheet included in the Prospectus as owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, other properties reflected in the most recent balance sheet included in the Prospectus as owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1i) reflected are described in such consolidated financial statements, the Prospectus or (2ii) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; or, with respect to any such subsidiary or (3) which would notreal property, individually or in the aggregate, have render title unmarketable as to a Material Adverse Effect. All material part thereof and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Bank United Corp, Bank United Corp

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that where such would not, individually or in the aggregate, not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Alliant Energy Corp)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all other properties owned by them, in each case, free and clear of its real and personal propertiesall mortgages, reflected pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as owned in the consolidated financial statements or as (A) are described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as or (1) reflected in such consolidated financial statements, (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and or proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Wesley Jessen Visioncare Inc), Underwriting Agreement (Wesley Jessen Visioncare Inc)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them that are material to the respective businesses of the Company and its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectussubsidiaries, in each case free and clear of all mortgages, pledges, security interests, claims, restrictions, liens, encumbrancesencumbrances and defects except such as are disclosed in the Registration Statement, claims the General Disclosure Package and defects, except the Prospectus or such as (1) reflected in do not materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectand its subsidiaries. All of the leases Any real property and subleases buildings held under which lease by the Company or any of and its subsidiaries holds properties used in its business are in full force held by them under valid, subsisting and effect, except where enforceable leases with such exceptions as are not material and do not materially interfere with the failure use made and proposed to be made of such leases property and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of buildings by the Company or and its subsidiaries, and neither the Company nor any of its subsidiaries subsidiary has any written, or to the Company’s knowledge, oral notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or adversely affecting or questioning the rights of the Company or any such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (National Penn Bancshares Inc), National Penn Bancshares Inc

Title to Property. Each The Company and each Subsidiary has good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, General Disclosure Package and Prospectus or (b) would not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good Subsidiaries, considered as one enterprise, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries Subsidiaries holds or will, as of the Closing Time, hold properties used described in its business the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except sublease in any claim that would not, individually or in the aggregate, have a Material Adverse Effectmaterial respect.

Appears in 1 contract

Samples: Safe Bulkers, Inc.

Title to Property. Each of the The Company and each of its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases relating to the business of the Company and each of its subsidiaries, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim that or adverse effect on the Company’s rights thereto would not, individually or not reasonably be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Strongbridge Biopharma PLC

Title to Property. Each of The Company and its subsidiaries ------------------ have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that where such would not, individually or in the aggregate, not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Interstate Power & Light Co)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the ML&Co. Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the ML&Co. Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Merrill Lynch & Co Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all other properties owned by them, in each case, free and clear of its real and personal propertiesall mortgages, reflected pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as owned in the consolidated financial statements or as (a) are described in the Prospectus, or (b) do not, singly or in each case free the aggregate, materially affect the value of such property and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that in each case, which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Paetec Corp)

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Title to Property. Each of The Company and the Guarantors have good ----------------- and marketable title to all real property owned by the Company and its subsidiaries has such Guarantors, respectively, and good and marketable title in fee simple to all of its real and personal properties, reflected as other material properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Offering Memorandum or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any Guarantor; and all of the leases and subleases material to the business of the Company and the Guarantors, considered as one enterprise, and under which the Company or any of its subsidiaries Guarantor holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Guarantor has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Guarantor under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any Guarantor to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Hammond Residential LLC

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title in fee simple to all of its real and personal properties, reflected as other properties (other than Intellectual Property) owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Prospectus or (b) would not, singly or in the aggregate, materially adversely affect the value of such consolidated financial statementsproperty, (2) and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, taken as a whole, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statements, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim sublease that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Archipelago Learning, Inc.)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has good Subsidiaries and marketable title own all other properties reflected in fee simple to all of its real and personal properties, reflected the Prospectus as owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Precise Software Solutions LTD

Title to Property. Each of the Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of real property owned by Company and its real Subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances or any kind except such as (1A) reflected are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectany Subsidiary. All of the leases and subleases under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, except where the failure of such leases subsisting and subleases to be in full force enforceable leases; and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the neither Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (LINKBANCORP, Inc.)

Title to Property. Each of the Company and its subsidiaries has The Partnership Entities have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other property owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the General Disclosure Package and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All Partnership Entities; and all of the leases and subleases material to the business of the Partnership Entities, considered as one enterprise, and under which the Company or any of its subsidiaries the Partnership Entities holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None none of the Company or any of its subsidiaries Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of any such entity Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Susser Petroleum Partners LP)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all real property and personal property and other assets (as reflected as being owned by the Company, or any of its real and personal propertiessubsidiaries, reflected as owned in the consolidated financial statements or as described in the Prospectusstatements) owned by them and good title to all other properties owned by them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially and adversely affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Finch Therapeutics Group, Inc.)

Title to Property. Each of The Company and its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Offering Memorandum or (2b) do not, individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Isle of Capri Casinos Inc)

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title in fee simple to all of its real and personal properties, reflected as properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances or any kind except such as (1A) reflected are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectany Subsidiary. All of the leases and subleases under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, except where the failure of such leases subsisting and subleases to be in full force enforceable leases; and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Professional Holding Corp.)

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered in the aggregate, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except sublease that if successful would materially affect the value of such property or would interfere with the use made and proposed to be made of such property by the Company or any claim that would not, individually or in the aggregate, have a Material Adverse Effectof its Subsidiaries.

Appears in 1 contract

Samples: Harleysville Group Inc

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except in each case, except any claim that would as could not, individually singly or in the aggregate, have reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Republic Services Inc)

Title to Property. Each of the The Company and its subsidiaries has have good and ------------------ marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not materially not, singly or in the aggregate, in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property or interfere with the use made and or proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any where the failure to be in full force and effect or such claim that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Select Medical Corp)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind, except such as (1A) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2B) do not, singly or in the aggregate, materially affect the value of such property, do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would any of its subsidiaries and do not, individually singly or in the aggregate, aggregate have a Material Adverse Effect. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and or subleases to be in full force and effect would not, individually or in the aggregate, not have a Material Adverse Effect. None of , and neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Merrill Lynch Preferred Funding I Lp

Title to Property. Each of The Company and its Subsidiaries have good and defensible title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Imco Recycling Inc

Title to Property. Each of The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statementsthe Offering Memorandum, (2b) are listed on Schedule C hereto or (c) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would notwhich in either case, individually or may be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Bally Total Fitness Holding Corp)

Title to Property. Each of The Company and its subsidiaries have good title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Registration Statement and the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of 8 the leased or subleased premises under any such lease or sublease, except any claim that would notwhich, individually singly or in the aggregate, have would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Atmos Energy Corp)

Title to Property. Each of the Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its properties (real and personal propertiespersonal) owned by the Company or the Subsidiaries, reflected free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as owned (a) are described in the consolidated financial statements Prospectus or (b) do not result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or the Subsidiaries holds properties described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used in its business are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or any of its subsidiaries nor the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity the Company or the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim sublease that would not, individually or could reasonably be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Eldorado Bancshares Inc)

Title to Property. Each The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) would not, singly or in the aggregate, if title were so encumbered, reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries has good subsidiaries, considered as one enterprise, and marketable title in fee simple to all of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the Prospectus, in each case free and clear of all liens, encumbrances, claims and defects, except as (1) reflected in such consolidated financial statements, (2) do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Aduro Biotech, Inc.)

Title to Property. Each of the The Company and its subsidiaries has have good and ----------------- marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not materially not, singly or in the aggregate, in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property or interfere with the use made and or proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any where the failure to be in full force and effect or such claim that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: International Purchase Agreement (Select Medical Corp)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that that, if the subject of an adverse decision, ruling or finding, would not, individually or in the aggregate, have a Material Adverse Effect.. (xix)

Appears in 1 contract

Samples: Pepco Holdings Inc

Title to Property. Each of the The Company and its subsidiaries has the Subsidiaries have good and marketable title in fee simple to all of its real property owned by the Company and personal properties, reflected as the Subsidiaries and good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.of

Appears in 1 contract

Samples: Aether Systems LLC

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of real property owned by the Company and its real Subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in such consolidated financial statementsthe Registration Statement, the Pricing Disclosure Package and the Prospectus or (2B) do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectany Subsidiary. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, except where the failure of such leases subsisting and subleases to be in full force enforceable leases, and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (National Commerce Corp)

Title to Property. Each of the Company The Corporation and its subsidiaries has have good and marketable title in fee simple to all of real property owned by the Corporation and its real subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Offering Documents or (B) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company Corporation or such subsidiary or any of its subsidiaries; and (3i) which would not, individually or in the aggregate, have a Material Adverse Effect. All all of the leases and subleases related to the business of the Corporation or any of its subsidiaries, and under which the Company Corporation or any of its subsidiaries holds properties used described in its business the Offering Documents, are in full force and effect, except where and (ii) neither the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or Corporation nor any of its subsidiaries subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company Corporation or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Corporation or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case except any claim that where the failure of such leases or subleases to be in full force and effect would not, individually or in the aggregate, not have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Shaw Communications Inc)

Title to Property. Each of Except where the failure thereof would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of its real and personal properties, reflected as property owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except . The Company does not own any claim that would not, individually or in the aggregate, have a Material Adverse Effectreal property.

Appears in 1 contract

Samples: Terms Agreement (Discovery Laboratories Inc /De/)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all other properties owned by them that are material to the business of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the ProspectusCompany, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Altus Pharmaceuticals Inc.

Title to Property. Each of the The Company and its subsidiaries has have good ----------------- and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not materially not, singly or in the aggregate, in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property or interfere with the use made and or proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or any of its subsidiaries has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any where the failure to be in full force and effect or such claim that would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Select Medical Corp)

Title to Property. Each of The Company and its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except in any claim that would not, individually or such case as could not reasonably be expected to result in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Applied Power Inc

Title to Property. Each of The Company and its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: International Purchase Agreement (Advanstar Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims claims, restrictions or encumbrances of any kind except (A) as otherwise stated in the Registration Statement and defectsthe Prospectus or (B) those which do not, except as (1) reflected singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectany of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.. (xxvi)

Appears in 1 contract

Samples: Criimi Mae Inc

Title to Property. Each Neither the Company nor any of the its subsidiaries own any real property. The Company and its subsidiaries has have good and marketable title in fee simple to all of its real and personal properties, reflected as material properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the General Disclosure Package and the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Darwin Professional Underwriters Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all other properties owned by them that is material to the business of its real and personal properties, reflected as owned in the consolidated financial statements or as described in the ProspectusCompany, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Coley Pharmaceutical Group, Inc.)

Title to Property. Each of The Company and its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Advanstar Inc)

Title to Property. Each of The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Registration Statement or (2b) do not materially not, singly or in the aggregate, affect the value of such property or interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which any of its subsidiaries in a manner that would not, individually or in the aggregate, have a Material Adverse Effect. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Provantage Health Services (Provantage Health Services Inc)

Title to Property. Each of The Company and its Subsidiaries have good and ----------------- marketable title to all real property owned by the Company and its subsidiaries has Subsidiaries and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the Prospectuses or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Prospectuses, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Nu Skin Asia Pacific Inc)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1A) reflected are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except where to the extent that any such failure of such leases and subleases to be in full force and effect would not, individually singly or in the aggregate, have result in a Material Adverse Effect. None of , and neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (American Public Education Inc)

Title to Property. Each of the Company The Corporation and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of real property owned by the Corporation and its real Subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims claims, restrictions or encumbrances of any kind except (a) first mortgages on the particular real properties and defects(b) such as do not, except as (1) reflected singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company Corporation or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its Subsidiaries; and all of the leases and subleases material to the business of the Corporation and its Subsidiaries, considered as one enterprise, and under which the Company Corporation or any of its subsidiaries Subsidiaries holds properties used described in its business the SEC Reports, are in full force and effect, except where and neither the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or Corporation nor any of its subsidiaries Subsidiary thereof has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Corporation or any of its subsidiaries Subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Corporation or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Landmark Apartment Trust of America, Inc.)

Title to Property. Each of The Company and its subsidiaries have good and indefeasible title to all real property owned by the Company and its subsidiaries has and good and marketable title in fee simple to all of its real and personal properties, reflected as other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind, except such as (1a) reflected are described in the Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such consolidated financial statements, (2) property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in any of the aggregate, have a Material Adverse Effect. All subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the Offering Memorandum, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually sublease which might reasonably be expected to materially interfere with the use of such leased or in the aggregate, have a Material Adverse Effectsubleased property.

Appears in 1 contract

Samples: Purchase Agreement (Equity Corp International)

Title to Property. Each of the The Company and its subsidiaries has Subsidiaries have good and marketable title in fee simple to all of real property owned by the Company and its real Subsidiaries and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1i) reflected are described in such consolidated financial statementsthe Registration Statement, the Disclosure Package and the Prospectus or (2ii) do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effectany Subsidiary. All of the leases and subleases material to the business of the Company and its Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties used described in its business the Registration Statement, the Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, except where the failure of such leases subsisting and subleases to be in full force enforceable leases, and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Atlantic Union Bankshares Corp)

Title to Property. Each of the The Company and its subsidiaries has have good and marketable title in fee simple to all of its real property owned by them and personal properties, reflected as good title to all other properties owned in the consolidated financial statements or as described in the Prospectusby them, in each case case, free and clear of all mortgages, pledges, liens, encumbrancessecurity interests, claims and defectsclaims, restrictions or encumbrances of any kind except such as (1a) reflected are described in such consolidated financial statements, the General Disclosure Package and the Prospectus or (2b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties used described in its business the General Disclosure Package and the Prospectus, are in full force and effect, except where the failure of such leases and subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of neither the Company or nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such entity subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (GameFly Inc.)

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