Common use of Title to Property Clause in Contracts

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

Appears in 4 contracts

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

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Title to Property. The Each of the Company and the Subsidiaries have its subsidiaries has good and marketable title in fee simple to all of its real property and personal properties, reflected as owned by in the Company and consolidated financial statements or as described in the Subsidiaries and good title to all other properties owned by themProspectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (a1) are described reflected in the Prospectus or such consolidated financial statements, (b2) 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 such subsidiary or (3) which would not, individually or in the Subsidiaries; and all aggregate, have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described used in the Prospectus, its business are in full force and effect, except where the failure of such leases and neither subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company nor or any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

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

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

Appears in 4 contracts

Samples: Terms Agreement (ONESPAWORLD HOLDINGS LTD), Terms Agreement (Inovio Pharmaceuticals, Inc.), Terms Agreement (Inovio Pharmaceuticals, Inc.)

Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 Prospectus Prospectuses 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 the Subsidiariesits 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 the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would reasonably be expected to result in a Material Adverse Effect.

Appears in 4 contracts

Samples: International Purchase Agreement (Rayovac Corp), Purchase Agreement (Rayovac Corp), International Purchase Agreement (Rayovac Corp)

Title to Property. The Company Company, CHS and the Subsidiaries their subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus or (b) do not, singly or in the aggregate, materially in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property and do not materially or interfere with the use made and or proposed to be made of such property by the Company Company, CHS or any of the Subsidiariestheir subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariestheir subsidiaries, considered as one enterprise, and under which the Company Company, CHS or any of the Subsidiaries their subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither none of the Company nor Company, CHS or any Subsidiary of their subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Company, CHS or any Subsidiary of their subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Company, CHS or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to be in full force and effect or such claim would not reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Community Health Systems Inc), Community Health Systems Inc, Underwriting Agreement (Community Health Systems Inc/)

Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by 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 (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do are not materially interfere with significant in relation to the use made and proposed to be made business of such property by the Company or any of and the Subsidiaries, considered as one enterprise; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case, where an adverse outcome would result in a Material Adverse Effect.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries have good and marketable title to all its subsidiaries do not own any real property owned by the property. The Company and the Subsidiaries and its subsidiaries have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) 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 if title were so encumbered, reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) 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 the Subsidiariesif title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except to the extent that any impingement of the Company’s rights thereto would not result in a Material Adverse Effect.

Appears in 3 contracts

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

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

Appears in 3 contracts

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

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

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which adverse claim, singly or in the aggregate, would result in a Material Adverse Effect.

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 3 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real real, tangible and intangible property reflected in the most recent balance sheet included in the Prospectus as owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties reflected in the most recent balance sheet included in the Prospectus as 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 Prospectus or (bii) 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 the Subsidiariesits subsidiaries; or, with respect to any such real property, render title unmarketable as to a material part thereof and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Bank United Corp, Bank United Corp

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by them, in each case that is material to the business of the Company and its subsidiaries considered as one enterprise, 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 Prospectus Registration Statement, the Time of Sale Information and the Prospectuses 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusRegistration Statement, the Time of Sale Information and the Prospectuses, are in full force and effect, except where a failure of such a lease or sublease to be in full force and effect would not have a Material Adverse Effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Gerdau Ameristeel Corp, Gerdau Ameristeel Corp

Title to Property. The Company and the Broker-Dealer Subsidiaries have good and marketable title to all real property of their respective fee owned by the Company and the Subsidiaries and good title to all other properties owned by themproperties, in each case, case free and clear of all security interests, liens, mortgages, pledges, liensencumbrances, restrictions, claims and defects, except as stated in the Prospectus, including the documents incorporated therein by reference, or to the extent the failure to have such title or the existence of such security interests, claimsliens, restrictions mortgages, pledges, encumbrances, restrictions, claims or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do defects would not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Trust, the Company and the Subsidiaries, Broker-Dealer Subsidiaries considered as one enterprise, and under which the Company Offerors or any of the Broker-Dealer Subsidiaries of the Company holds leasehold interests in any of the properties described in the Prospectusthat are material to their business, are valid, existing and in full force and effect, and neither the Company Offerors nor any Subsidiary of the Company's Broker-Dealer Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Offerors or any Subsidiary of the Company's Broker-Dealer Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary corporation to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and the its Subsidiaries have good and marketable title to all real and personal property owned by 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 Prospectus Disclosure Materials 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 the its Subsidiaries; and all of the leases and subleases material relating to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusDisclosure Materials, 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 Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries own any real property.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiaries; its subsidiaries and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary 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 2 contracts

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

Title to Property. The Company and the Subsidiaries Partnership Entities have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties 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 Time of Sale Prospectus 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 the SubsidiariesPartnership Entities; and all of the leases and subleases material to the business of the Company and the SubsidiariesPartnership Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries Partnership Entities holds properties described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, and neither none of the Company nor any Subsidiary Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any of the Company or any Subsidiary Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and the its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and the 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 Prospectus Prospectuses 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 reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any 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 Subsidiary of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such any Subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 and the Prospectus or 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary 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 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property material to the business of the Company and its subsidiaries, considered as one enterprise, and owned by the Company and the Subsidiaries 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 Prospectus Prospectuses 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 the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except such as, singly or in the aggregate, would not have or result in a Material Adverse Effect.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries each of its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Time of Sale Prospectus 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material relating to the business of the Company and the Subsidiaries, considered as one enterpriseeach of its subsidiaries, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company's rights thereto would not reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary 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 2 contracts

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

Title to Property. The Company Company, its Subsidiaries and the Subsidiaries its Material Holdings have good and marketable title to all real property owned by the Company Company, its Subsidiaries and the Subsidiaries its Material Holdings 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 Prospectus Prospectuses 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 the Subsidiariesits Subsidiaries or Material Holdings; and all of the leases and subleases material to the business of the Company Company, its Subsidiaries and the Subsidiariesits Material Holdings, considered as one enterprise, and under which the Company or any of the its Subsidiaries or Material Holdings holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary subsidiary nor any Material Holding has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary of its Subsidiaries or Material Holdings under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary subsidiary or Material Holding to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. The Company does not own any real property.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would reasonably be expected to result in a Material Adverse Effect.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 in the Prospectus 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

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

Title to Property. The Company and each of the Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and the Subsidiaries and good title to all other properties owned by themtaken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) claims and defects that do not, singly singularly 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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; except those that do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.. (xix)

Appears in 2 contracts

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

Title to Property. The Company MUFG and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company MUFG and the Subsidiaries 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 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company MUFG and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company MUFG or any of the Subsidiaries its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company MUFG nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company MUFG or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company MUFG or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.

Appears in 2 contracts

Samples: www.sec.gov, Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 and the Prospectus or (b) do notfor any of the foregoing, which, either 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 the Subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiaries, its subsidiaries considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim, which, either singly or in the aggregate, would not result in a Material Adverse Effect.

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

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

Appears in 2 contracts

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

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties owned by themthem that are material to the Company, 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 2 contracts

Samples: Underwriting Agreement (Torrid Holdings Inc.), Underwriting Agreement (J.Jill, Inc.)

Title to Property. The Company and the each of its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and the its Subsidiaries and good title to all other properties owned by themtaken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) claims and defects that do not, singly singularly 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Vericel Corp)

Title to Property. The Company and the its Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (a) are described in the Prospectus or (b) 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 General Disclosure Package and the Prospectus or (bB) 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Agreement (Archipelago Learning, Inc.)

Title to Property. The Company and the Subsidiaries Group Entities have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (ai) are described in the Registration Statement, the Time of Sale Information and the Prospectus or (bii) 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 the Subsidiariesresult in a Material Adverse Effect; and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, all of the leases and subleases material to the business of the Company and the SubsidiariesGroup Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries Group Entities holds properties described in the Registration Statement, the Time of Sale Information or the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary of the Group Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary of the Group Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary the Group Entities to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (JD.com, Inc.)

Title to Property. Neither the Company nor any of its Subsidiaries owns any interest in real property. The Company and the its Subsidiaries have good and marketable title to all real property owned by 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 (a) are described in 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 the its Subsidiaries; and all of the leases leases, subleases and subleases charterparties material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased leased, subleased or subleased premises chartered property under any such lease lease, sublease or subleasecharterparty.

Appears in 1 contract

Samples: Sales Agreement (DryShips Inc.)

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

Appears in 1 contract

Samples: Purchase Agreement (Lets Talk Cellular & Wireless Inc)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except to the extent that any such failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Strategic Education, Inc.)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus Disclosure Package and the 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusDisclosure Package and the Final Offering Memorandum, are in full force and effect, except where the failure of such lease or sublease to be in full force and effect would not singly or in the aggregate result in a Material Adverse Effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any 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 (Mylan Inc.)

Title to Property. The Company and the Subsidiaries its subsidiaries ------------------ have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Interstate Power & Light Co)

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

Appears in 1 contract

Samples: Purchase Agreement (Merrill Lynch & Co Inc)

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Title to Property. The Company and the Subsidiaries Group Entities have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Time of Sale Information and the Prospectus or (bii) 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 the Subsidiariesresult in a Material Adverse Effect; and except as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus, all of the leases and subleases material to the business of the Company and the SubsidiariesGroup Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries Group Entities holds properties described in the Registration Statement, the Time of Sale Information or the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary Group Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary Group Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary the Group Entities to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (JD.com, Inc.)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that, if the subject of an unfavorable decision or finding, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Jato Communications Corp

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and, to the Subsidiaries and best knowledge of the Company, 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 Prospectus 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Advancepcs Research LLC

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

Appears in 1 contract

Samples: Southwest Bancorp Inc /Tx/

Title to Property. Except as described in the Prospectus, neither the Company nor any of its Subsidiaries owns any interest in real property. The Company and the its Subsidiaries have good and marketable title to all real property owned by 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 (a) are described in 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 the its Subsidiaries; and all of the leases leases, subleases and subleases charterparties material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased leased, subleased or subleased premises chartered property under any such lease lease, sublease or subleasecharterparty.

Appears in 1 contract

Samples: Sales Agreement (DryShips Inc.)

Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the its Subsidiaries and good title to all personal and other properties or 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 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.; and the

Appears in 1 contract

Samples: Underwriting Agreement (Cooperative Holdings Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Nu Skin Asia Pacific Inc)

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

Appears in 1 contract

Samples: Purchase Agreement (Prosperity Bancshares Inc)

Title to Property. The Each of the Trust, the Company and the Subsidiaries have ----------------- its Subsidia xxxx has good and marketable title to all of their respective real property owned by the Company and the Subsidiaries and good title to all other properties owned by thempersonal properties, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances and defects, claimsexcept as stated in the Prospectus, restrictions or encumbrances of any kind except such as (a) are described in 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 properties in the use made and proposed aggregate to be made of such property by the Trust, or to the Company or any of the Subsidiariesand its Subsidiaries considered as one enterprise; and all of the leases and subleases material to the business of the Trust, and to the Company and the its Subsidiaries, considered as one enterprise, and under which either of the Company Offerors or any of the such Subsidiaries holds properties described in the Prospectus, are in full force and effect, effect and neither the Company Offerors nor any Subsidiary has such Subsidiaries have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Offerors or any Subsidiary such Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary entity to the continued possession of the leased or subleased premises under any such lease or sublease, which individually or in the aggregate might result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Sandy Spring Capital Trust I)

Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, 9 pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Neoforma Com Inc

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

Appears in 1 contract

Samples: Altus Pharmaceuticals Inc.

Title to Property. The Company and the Subsidiaries its subsidiaries have good ----------------- and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus or (b) do not, singly or in the aggregate, materially in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property and do not materially or interfere with the use made and or proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor or any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to be in full force and effect or such claim would not reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Select Medical Corp)

Title to Property. The Company and the Subsidiaries have each Subsidiary has good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Registration Statement, General Disclosure Package and Prospectus or (b) 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds or will, as of the Closing Time, hold properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease in any material respect.

Appears in 1 contract

Samples: Safe Bulkers, Inc.

Title to Property. The Company Corporation and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company Corporation and the Subsidiaries 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 Prospectus Offering Documents 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 Corporation or any of the Subsidiariesits subsidiaries; and (i) all of the leases and subleases material related to the business of the Company and the Subsidiaries, considered as one enterpriseCorporation or any of its subsidiaries, and under which the Company Corporation or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Documents, are in full force and effect, and (ii) neither the Company Corporation nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Corporation or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Corporation or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case except where the failure of such leases or subleases to be in full force and effect would not have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Shaw Communications Inc)

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

Appears in 1 contract

Samples: Placement Agreement (Avenue Financial Holdings, Inc.)

Title to Property. The Company and the Subsidiaries have ----------------- good and marketable title to all real property owned by 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 (a) are described in the Prospectus 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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any Subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such 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 (Autobahn Inc)

Title to Property. The Each of the Company and the Subsidiaries have good and marketable title to all properties (real property and personal) owned by the Company and or the Subsidiaries and good title to all other properties owned by them, in each caseSubsidiaries, 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 Prospectus or (b) do not, singly or not result 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 the Subsidiariesa Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or subleasesublease that could reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Eldorado Bancshares Inc)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 if title were so encumbered, reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Aduro Biotech, Inc.)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Hutchinson Technology Incorporated (Hutchinson Technology Inc)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) do notfor any of the foregoing, which, either 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 the Subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiaries, its subsidiaries considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim, which, either singly or in the aggregate, would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Solectron Corp)

Title to Property. The Company and the Subsidiaries each of its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material relating to the business of the Company and the Subsidiaries, considered as one enterpriseeach of its subsidiaries, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Strongbridge Biopharma PLC

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary 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 Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Purchase Agreement (GameFly Inc.)

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

Appears in 1 contract

Samples: International Purchase Agreement (Advanstar Inc)

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

Appears in 1 contract

Samples: Criimi Mae Inc

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

Appears in 1 contract

Samples: Purchase Agreement (Darwin Professional Underwriters Inc)

Title to Property. The Company and the its Subsidiaries have good and marketable title to all do not own any real property owned by the Company and the Subsidiaries 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 (ai) are described in the Registration Statement and the Prospectus or (bii) 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, its Subsidiaries and under which the Company or any of the its Subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the ACTIVE/107652629.3 Company nor any such Subsidiary 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 Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning 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: Adicet Bio, Inc.

Title to Property. The Company and the Subsidiaries its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus Offering Memorandum 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any 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 (Grand Palais Riverboat Inc)

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

Appears in 1 contract

Samples: International Purchase Agreement (Tuesday Morning Corp/De)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiaries; its subsidiaries and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of 8 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 1 contract

Samples: Purchase Agreement (Atmos Energy Corp)

Title to Property. The Company and the Subsidiaries its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus Prospectuses 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 the Subsidiaries; and all its subsidiaries. All of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: International Purchase Agreement (Opentv Corp)

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

Appears in 1 contract

Samples: Purchase Agreement (Northwestern Corp)

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

Appears in 1 contract

Samples: CureVac N.V.

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and, to the Subsidiaries and best knowledge of the Company, 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Advancepcs)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable ------------------------- title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary 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 1 contract

Samples: Purchase Agreement (Atmos Energy Corp)

Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, in either case, may be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Bally Total Fitness Holding Corp)

Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by 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 (a) are described in 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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such 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 (Sonic Automotive Inc)

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

Appears in 1 contract

Samples: Letter Agreement (Province Healthcare Co)

Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property described in the Prospectuses as owned by the Company and the Subsidiaries each of them and good title to all other properties described in the Prospectuses as 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 Prospectus Prospectuses or (b) do such as 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 the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, its subsidiaries and under which any of the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary subsidiaries to the continued possession of the leased or subleased premises under any such lease or subleasesublease except such as would not, singly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Lifepoint Hospitals Inc

Title to Property. The Company and the Subsidiaries its subsidiaries have good ----------------- and marketable title to all real property owned by the Company and the Subsidiaries 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 Prospectus 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any 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 Subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such Subsidiary any 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 (Transwitch Corp /De)

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