Common use of Title to Property Clause in Contracts

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 70 contracts

Samples: Sales Agreement (Cohen & Steers, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.)

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Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 56 contracts

Samples: Underwriting Agreement (Bowman Consulting Group Ltd.), Underwriting Agreement (Kinetik Holdings Inc.), Underwriting Agreement (Kinetik Holdings Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 37 contracts

Samples: Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 20 contracts

Samples: Underwriting Agreement (Paragon 28, Inc.), Underwriting Agreement (Bruker Corp), Underwriting Agreement (Azz Inc)

Title to Property. The Company and its subsidiaries 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) 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. All Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 15 contracts

Samples: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (SELLAS Life Sciences Group, Inc.)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 15 contracts

Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Erickson Air-Crane Inc)

Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. All Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 13 contracts

Samples: Terms Agreement (Angion Biomedica Corp.), Terms Agreement (Sientra, Inc.), Purchase Agreement (Superior Offshore International Inc.)

Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them 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, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not 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 subsidiariesSubsidiary. 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 described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 13 contracts

Samples: Underwriting Agreement (Five Star Bancorp), Underwriting Agreement (Axos Financial, Inc.), Placement Agency Agreement (Republic First Bancorp Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them them, respectively, 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 11 contracts

Samples: Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 11 contracts

Samples: Underwriting Agreement (Southern First Bancshares Inc), Underwriting Agreement (FNCB Bancorp, Inc.), Underwriting Agreement (Midsouth Bancorp Inc)

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, 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) 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. All Company; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 11 contracts

Samples: Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (PROOF Acquisition Corp I)

Title to Property. The Company and its subsidiaries have good and marketable title or have valid rights to lease or otherwise use all real and personal property owned by them and good title that is material to all other properties owned by them, in each casethe business of the Company, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary 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 its rights subsidiaries under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or subleaseabove.

Appears in 9 contracts

Samples: Underwriting Agreement (Theravance Biopharma, Inc.), Underwriting Agreement (Theravance Biopharma, Inc.), Underwriting Agreement (Theravance Biopharma, Inc.)

Title to Property. 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) 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 any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 8 contracts

Samples: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its 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 for such claims as would not, singly or in the aggregate, result in a Material Adverse Effect.

Appears in 7 contracts

Samples: Underwriting Agreement (Prothena Corp Public LTD Co), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)

Title to Property. The Company and its subsidiaries do not own any real property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 7 contracts

Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)

Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them 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, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not 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 subsidiariesSubsidiary. 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 described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 7 contracts

Samples: Underwriting Agreement (William Bradford Haines Financial Services Trust), Underwriting Agreement (Third Coast Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.)

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them the Company and good title to all other properties material to its business as now conducted owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (Aa) are described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesCompany. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or Time of Sale Prospectus and the Prospectus, are in full force and effect, and neither the . The Company nor any such subsidiary has not received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 6 contracts

Samples: Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all personal property (other properties than Intellectual Property) owned by them, in each case, which is material to the business of the Company, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) do would not, singly or in the aggregate, materially adversely affect the value of such property 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. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 6 contracts

Samples: Underwriting Agreement (Biomarin Pharmaceutical Inc), Underwriting Agreement (Biomarin Pharmaceutical Inc), Underwriting Agreement (Biomarin Pharmaceutical Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary 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 its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Berkshire Hills Bancorp Inc), Underwriting Agreement (First Niagara Financial Group Inc), Underwriting Agreement (Berkshire Hills Bancorp Inc)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is aware of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Winc, Inc.), Underwriting Agreement (PROCEPT BioRobotics Corp), Underwriting Agreement (PROCEPT BioRobotics Corp)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease, except as would not, singly or in the aggregate, result in a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.)

Title to Property. 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 Final Prospectus or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Profound Medical Corp.), Underwriting Agreement (Profound Medical Corp.), Underwriting Agreement (Trillium Therapeutics Inc.)

Title to Property. 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) do not, singly individually or in the aggregate, materially and adversely affect the value of such property properties taken as a whole 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. All subsidiaries considered as one enterprise; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such properties, and neither the Company nor any such subsidiary has any received actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Clearway Energy, Inc.), Underwriting Agreement (Clearway Energy LLC), Underwriting Agreement (NRG Yield, Inc.)

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other personal properties owned by themit, 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) 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. All Company; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has not received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Tandem Diabetes Care Inc), Underwriting Agreement (Tandem Diabetes Care Inc), Underwriting Agreement (Tandem Diabetes Care Inc)

Title to Property. 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 Prospectus, (B) do would 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. All subsidiaries or (C) would not 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, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the material leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such material lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)

Title to Property. The Except as would not result in a Material Adverse Effect, (i) the Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially not 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. All ; (ii) 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and (iii) neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Purchase Agreement (Hilton Hotels Corp), Hilton Hotels Corp, Hilton Hotels Corp

Title to Property. 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) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially adversely interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Fractyl Health, Inc.), Underwriting Agreement (Spero Therapeutics, Inc.), Underwriting Agreement (Spero Therapeutics, Inc.)

Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. All the Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 5 contracts

Samples: Underwriting Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD), Toyota Motor Corp/

Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or any material claim affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Cox Communications Inc /De/, Cox Communications Inc /De/, Cox Radio Inc

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property have a Material Adverse Effect and do not materially interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Underwriting Agreement (Wellpoint Health Networks Inc /De/), Wellpoint Health Networks Inc /De/, Wellpoint Health Networks Inc /De/

Title to Property. The Company and its subsidiaries have good and marketable title to all do not own any real property owned by them and have good title to all other material properties owned by them, in each case, them 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, 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. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and have good title to all other 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) do would not, singly or in the aggregate, materially affect the value of such property reasonably be expected to result in a Material Adverse Effect; 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. All 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above or affecting or questioning its rights above, except to the continued possession of the leased or subleased premises under extent that any such lease failure to be in full force and effect or subleasesuch claim would not, singly or in the aggregate, result in a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.)

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, 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) 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. All Company; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is not aware of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Underwriting Agreement (Inari Medical, Inc.), Underwriting Agreement (Inspire Medical Systems, Inc.), Underwriting Agreement (Inspire Medical Systems, Inc.)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effecteffect with such exceptions as do not materially interfere with the use made or proposed to be made of such property by the Company or any of its subsidiaries, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

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

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

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

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property as currently used or intended to be used 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. 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 described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: International Purchase Agreement (Autonation Inc /Fl), Purchase Agreement (Autonation Inc /Fl), Purchase Agreement (Republic Services Inc)

Title to Property. 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) 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. All ; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (Schorsch Nicholas S), Underwriting Agreement (RCS Capital Corp)

Title to Property. 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 Final Offering Memorandum or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Purchase Agreement (Cypress Semiconductor Corp /De/), Purchase Agreement (Osi Systems Inc), Purchase Agreement (Cypress Semiconductor Corp /De/)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, enterprise and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, Prospectus are in full force and effect, and neither . Neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the such leases or subleases mentioned above or affecting or questioning its the rights of the Company or any such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. All property of the Company and its subsidiaries is valued on the books of the Company and its subsidiaries in accordance with GAAP.

Appears in 4 contracts

Samples: Underwriting Agreement (Tower Bancorp Inc), Underwriting Agreement (Oceanfirst Financial Corp), Underwriting Agreement (Metro Bancorp, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real freehold property owned by them and good title to lease or otherwise use all other real 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 Statement and the Prospectus or (B) do not, singly 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 any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package Statement or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 4 contracts

Samples: Terms Agreement (Adaptimmune Therapeutics PLC), Shares Sales Agreement (Adaptimmune Therapeutics PLC), Sales Agreement (Adaptimmune Therapeutics PLC)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary 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 rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Purchase Agreement (Stancorp Financial Group Inc), Purchase Agreement (Stancorp Financial Group Inc), Purchase Agreement (Wabash National Corp /De)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 kind, except such as (A) are described as otherwise stated in the Registration Statement, the General Disclosure Package Statement and the Prospectus or (B) those which 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. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary 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 rights subsidiaries under any of the such leases or subleases mentioned above subleases, or affecting or questioning its the rights to of the Company or such subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Distribution Agreement (Doral Financial Corp), JDN Realty Corp, Doral Financial Corp

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Riverview Bancorp Inc), Underwriting Agreement (Riverview Bancorp Inc), Underwriting Agreement (Riverview Bancorp Inc)

Title to Property. The Company and its subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and good title which is material to all other properties owned by themthe Company's and its subsidiaries' operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

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

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (A) adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or (B) affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (CureVac N.V.), Underwriting Agreement (CureVac N.V.), Underwriting Agreement (CureVac B.V.)

Title to Property. The Company and its subsidiaries have does not own any real property; the Company has good and marketable title to all real property owned by them and good title to all other properties owned by themit, 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) 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. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has does not have any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Acumen Pharmaceuticals, Inc.), Underwriting Agreement (Invea Therapeutics, Inc), Underwriting Agreement (Acumen Pharmaceuticals, Inc.)

Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

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

Title to Property. The Company and its subsidiaries Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties (other than Intellectual Property) 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 (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) do would not, singly or in the aggregate, materially adversely affect the value of such property 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. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Biomarin Pharmaceutical Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration StatementProspectus, (b) were made in connection with the General Disclosure Package and the Prospectus Credit Agreement or (Bc) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Purchase Agreement (American Axle & Manufacturing Holdings Inc), Terms Agreement (American Axle & Manufacturing Holdings Inc), Underwriting Agreement (American Axle & Manufacturing Holdings Inc)

Title to Property. 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 or, (B) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its 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 to the extent that any such failure to be in full force and effect or any such claim could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.

Appears in 3 contracts

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

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, 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) do not, singly 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 any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all of its containers and 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Textainer Group Holdings LTD), Underwriting Agreement (Textainer Group Holdings LTD), Underwriting Agreement (Textainer Group Holdings LTD)

Title to Property. The Company and its subsidiaries have good and marketable valid 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Wilshire Bancorp Inc), www.treasury.gov

Title to Property. The Company and its subsidiaries have good and marketable title to all real and personal property owned by them and good title material to all other properties owned by themthe business of the Company and its subsidiaries taken as a whole, 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Piedmont Lithium Inc.), Underwriting Agreement (Piedmont Lithium LTD), Underwriting Agreement (Piedmont Lithium LTD)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Underwriting Agreement (Trillium Therapeutics Inc.), Underwriting Agreement (Trillium Therapeutics Inc.), Underwriting Agreement (Trillium Therapeutics Inc.)

Title to Property. 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) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially adversely interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effecteffect in all material respects, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or materially adversely affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

Samples: Purchase Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (i) adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or (ii) adversely affecting or questioning its contesting the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware Holdings Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Ai) are described in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (Bii) do not, singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary or (iii) would not have 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases such lease or subleases mentioned above sublease or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Dealer Manager Agreement (Conifer Holdings, Inc.), Placement Agent Agreement (Conifer Holdings, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all own no real property owned by them and have good title to all other properties owned by themthem that is material to the operation of their business, 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Equity Offeringsm Sales Agreement (Tattooed Chef, Inc.), Equity Offeringsm Sales Agreement (Tattooed Chef, Inc.)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case where such claim, if adversely determined, would result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Keyw Holding Corp), Underwriting Agreement (Keyw Holding Corp)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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, the General Disclosure Package and the Prospectus or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary, or (C) would not have 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases such lease or subleases mentioned above sublease or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (CNB Financial Corp/Pa), CNB Financial Corp/Pa

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Title to Property. The Company and its subsidiaries have good and marketable title to all any 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (WisdomTree Investments, Inc.), Underwriting Agreement (WisdomTree Investments, Inc.)

Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, 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) 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. All Company; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, Prospectus and the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Purchase Agreement (Ceradyne Inc), Purchase Agreement (Ceradyne Inc)

Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties and assets 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) do those that would not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of Company or any of its rights Subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Subordinated Note Purchase Agreement (First Bancshares Inc /MS/), Subordinated Note Purchase Agreement (First Bancshares Inc /MS/)

Title to Property. The Company and its subsidiaries subsidiary 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) 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. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is aware of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. Except as disclosed in the SEC Reports, the Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal 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 SEC Reports or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or the ProspectusSEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Subscription Agreement (ArTara Therapeutics, Inc.), Subscription Agreement (Proteon Therapeutics Inc)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Principia Biopharma (Principia Biopharma Inc.), Underwriting Agreement (Principia Biopharma Inc.)

Title to Property. 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. All , and all of the leases and subleases material to the business of the Company and any of its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither . Neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Green Mountain Coffee Roasters Inc), Purchase Agreement (Green Mountain Coffee Roasters Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 kind, except such as (Aa) are described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or and (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Veritex Holdings, Inc.)

Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real personal 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title to all other properties personal property owned by themthe Company and its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in each of the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in each of the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice or knowledge of any material claim of any sort that has been been, or may be, asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Tennessee Commerce Bancorp, Inc.), Underwriting Agreement (Tennessee Commerce Bancorp, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Terms Agreement (Home Properties Inc), Equity Offeringsm Sales Agreement (Home Properties Inc)

Title to Property. 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 kind, except such as (A) 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 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Ameris Bancorp), Underwriting Agreement

Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal 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) 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 any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or the ProspectusSEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. The Company and each of its subsidiaries are in compliance with such leases, except as would not result in a Material Adverse Effect.

Appears in 2 contracts

Samples: Subscription Agreement (Korro Bio, Inc.), Subscription Agreement (Protara Therapeutics, Inc.)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effecteffect in all material respects, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Ii-Vi Inc), Ii-Vi Inc

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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, the General Disclosure Package and the Prospectus or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Babyuniverse, Inc.), Sicor Inc

Title to Property. 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 Final Prospectus or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (CVB Financial Corp)

Title to Property. The Company and its subsidiaries have good and marketable title to all subsidiary do not own any real property owned by them and 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) do would 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. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, subsidiary and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (resTORbio, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other tangible 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Credit Acceptance Corp)

Title to Property. The Company and its subsidiaries subsidiary 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 (Ai) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bii) do not, singly or in the aggregate, materially and 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 any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such its 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 its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Sales Agreement (PepGen Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the ProspectusPackage, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Caterpillar Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Tandem Diabetes Care Inc)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (General Cable Corp /De/)

Title to Property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Akouos, Inc.)

Title to Property. 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) 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 any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any written or actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (UCI International, Inc.)

Title to Property. The Company does not own any real property, and its subsidiaries have the Company has good and marketable title to all real personal property owned by them and good title to all other properties owned by themit, 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) 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. All Company; 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (FG New America Acquisition II Corp)

Title to Property. The Company and its subsidiaries subsidiary have good and marketable title to all real property owned by them the Company and its subsidiary 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum or (Bb) 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. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any such its 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 its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (New River Pharmaceuticals Inc)

Title to Property. 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) do not, singly or in the aggregate, materially affect the value of such property property, taken as a whole, and do not materially interfere with the use made and proposed to be made of such property property, taken as a whole, by the Company or any of its subsidiaries. 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 described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (Ameresco, Inc.)

Title to Property. 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, Offering Circular and the General Disclosure Package and the Prospectus or (B) 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. 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 described in the Registration Statement, Offering Circular and the General Disclosure Package or the ProspectusPackage, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Mb Financial Inc /Md)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any 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 rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (Rhythms Net Connections Inc)

Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them 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, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary. 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 described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Customers Bancorp, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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, the General Disclosure Package and the Prospectus or (B) do not, singly 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 any of its subsidiaries. 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 real property described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Southside Bancshares Inc)

Title to Property. 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 Final Offering Memorandum or (B) 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. 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 described in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its 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 for any such claim which would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Carriage Services Inc)

Title to Property. The Company and its subsidiaries subsidiary 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) do not, singly or in the aggregate, materially and 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 any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such its 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 its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (PepGen Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them 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 (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do have a Material Adverse Effect and, except as would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All have 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 described in the Registration Statement, the General Disclosure Package or the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary 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 rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for such claims as would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Triad Hospitals Inc)

Title to Property. The Company and its subsidiaries do not own any real property. 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) 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. 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 described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Purple Innovation, Inc.)

Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them 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, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not 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 subsidiary of its subsidiariesthe Company. 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 described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary of the Company has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Select Bancorp, Inc.)

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