Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 9 contracts
Samples: Underwriting Agreement (Codiak BioSciences, Inc.), Underwriting Agreement (Bellerophon Therapeutics, Inc.), Underwriting Agreement (Scholar Rock Holding Corp)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as would not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed reasonably be expected to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 8 contracts
Samples: Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.), Underwriting Agreement (Auris Medical Holding Ltd.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 7 contracts
Samples: Underwriting Agreement (Arrowhead Pharmaceuticals, Inc.), Underwriting Agreement (Heron Therapeutics, Inc. /De/), Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Title to Properties. The Company and each of its subsidiaries have has good and, in the case of any real property, good and marketable marketable, title to all of the real properties and personal property and other assets reflected as owned by it in the financial statements referred to in Section 1(j) above (or elsewhere included in the Registration Statement, the Time of Sale most recent Preliminary Prospectus or and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 6 contracts
Samples: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital, LTD), Underwriting Agreement (American Capital Strategies LTD)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not not, individually or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made or and proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 5 contracts
Samples: Underwriting Agreement (Immune Design Corp.), Underwriting Agreement (Five Prime Therapeutics Inc), Underwriting Agreement (Immune Design Corp.)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 4 contracts
Samples: Sales Agency Agreement (Chicago Bridge & Iron Co N V), Underwriting Agreement (Halozyme Therapeutics Inc), Sales Agency Agreement (Evergreen Energy Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (Arteris, Inc.), Underwriting Agreement (Bellicum Pharmaceuticals, Inc), Underwriting Agreement (Bellicum Pharmaceuticals, Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (Spirit Finance Corp), Underwriting Agreement (Persistence Software Inc), Underwriting Agreement (Novellus Systems Inc)
Title to Properties. The Company and each of its subsidiaries have Subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the consolidated financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany and/or any Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or and/or any of its subsidiaries Subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryand/or any of its Subsidiaries.
Appears in 3 contracts
Samples: Underwriting Agreement (Quantum Group Inc /Fl), Underwriting Agreement (Quantum Group Inc /Fl), Underwriting Agreement (Quantum Group Inc /Fl)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Open Market Sale (Arrowhead Pharmaceuticals, Inc.), Arrowhead Pharmaceuticals, Inc.
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned by it in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), 3.6 in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) as set forth on SCHEDULE 3.11, or (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Securities Purchase Agreement (Biotechnology Value Fund L P), Securities Purchase Agreement (Roach Alfred J), Securities Purchase Agreement (American Biogenetic Sciences Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and assets and do not materially interfere with the use made or proposed to be made of such property and assets by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Synta Pharmaceuticals Corp), Underwriting Agreement (Synta Pharmaceuticals Corp), Underwriting Agreement (Synta Pharmaceuticals Corp)
Title to Properties. The Company and its subsidiaries the Subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the consolidated financial statements referred to in Section 1(j1(A)(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as as, in the aggregate, do not materially and adversely affect the value of such property properties and do not materially interfere with the use made or proposed to be made of such property properties by the CompanyCompany and the Subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries the Subsidiaries are held under valid and enforceable leases, with such exceptions as as, in the aggregate, are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 3 contracts
Samples: Underwriting Agreement (Netegrity Inc), Underwriting Agreement (Netegrity Inc), Underwriting Agreement (Netegrity Inc)
Title to Properties. The Company and Company, each of its subsidiaries have and each Founding Company has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary or such Founding Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary or any Founding Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarysubsidiary or such Founding Company.
Appears in 3 contracts
Samples: Underwriting Agreement (Travel Services International Inc), Underwriting Agreement (Vacation Properties International Inc), Provant Inc
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Disclosure Package and the Final Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Amsurg Corp, Amsurg Corp, Amsurg Corp
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Zynerba Pharmaceuticals, Inc.), Open Market Sale Agreement (Zynerba Pharmaceuticals, Inc.), BeyondSpring Inc.
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for such mortgages, liens, encumbrances, equities, adverse claims and other defects as do not materially are described in the Registration Statement, the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Unilife Corp), Underwriting Agreement (Unilife Corp)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case case, except as disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (MKS Instruments Inc), Underwriting Agreement (MKS Instruments Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and tangible personal property and other tangible assets reflected as owned in the financial statements referred to in Section 1(j1A(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do otherwise disclosed in the Registration Statement, the Time of Sale Prospectus and the Prospectus or as are not materially and adversely affect the value of such property material and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and tangible personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leasesleases with respect to the Company or such subsidiary, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (TCV v Lp), Underwriting Agreement (TechTarget Inc)
Title to Properties. The Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j3(f) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Registration Statement, Pricing Disclosure Package and the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Casella Waste Systems Inc, Casella Waste Systems Inc
Title to Properties. The Except to the extent described in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Keynote Systems Inc), Underwriting Agreement (Keynote Systems Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, defects except as otherwise described in the Registration Statement or the Prospectus or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or any of its subsidiaries). The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Oncternal Therapeutics, Inc., Oncternal Therapeutics, Inc.
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(s) above hereof (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrancesLiens, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and that (i) do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary, or (ii) could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leasesleases (assuming such leases are binding and enforceable against the other parties thereto), with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Delhaize Group, Delhaize Group
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects (any of the foregoing, a “Lien”), except for Liens under the Credit Agreement and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Amn Healthcare Services Inc), Underwriting Agreement (Amn Healthcare Services Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Title to Properties. The Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and property, do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary and could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Nelnet Inc, Nelnet Inc
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and those matters that do not materially interfere with the use made or and proposed to be made of such property by the CompanyCompany and any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Mesa Laboratories Inc /Co), Underwriting Agreement (Mesa Laboratories Inc /Co)
Title to Properties. The Company and its subsidiaries each Subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Cra International, Inc.), Underwriting Agreement (Charles River Associates Inc)
Title to Properties. The Company and its each subsidiary own the real property described in the Prospectus. The Company and the subsidiaries have good and marketable valid title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or a subsidiary. To the Company. The ’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any of its the subsidiaries are held under valid and enforceable leases, with such exceptions as are described in the Prospectus or are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe subsidiaries.
Appears in 2 contracts
Samples: Sales Agreement (CASI Pharmaceuticals, Inc.), Common Stock Sales Agreement (CASI Pharmaceuticals, Inc.)
Title to Properties. The Company and or one of its subsidiaries have has good and marketable title in fee simple to all real property and good and marketable title to all of the real other properties and personal property and other assets reflected as owned by the Company in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or General Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, adverse claims claims, and other defectsdefects or restrictions of any kind, except such as do not materially and adversely affect described in the value of such property and do not materially interfere with Registration Statement, General Disclosure Package or the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment equipment, or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (JMP Group LLC), Underwriting Agreement (JMP Group LLC)
Title to Properties. The Company and its subsidiaries subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and or (iii) such as do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Acorda Therapeutics Inc), Underwriting Agreement (Acorda Therapeutics Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSection 2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Open Market Sale (Cyclerion Therapeutics, Inc.), Immunome Inc.
Title to Properties. The Company and each of its subsidiaries have Subsidiaries has good and marketable title to all of the real property and good title to all other personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSECTION 1(n) above hereof (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are, to the knowledge of its subsidiaries are the Company, held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Coinstar Inc), Purchase Agreement (Outerwall Inc)
Title to Properties. The Company and its subsidiaries the Subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or the Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries the Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe Subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Charles River Associates Inc), Underwriting Agreement (Charles River Associates Inc)
Title to Properties. The Company and each of its subsidiaries have Subsidiaries has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Westport Innovations Inc), Underwriting Agreement (Westport Innovations Inc)
Title to Properties. The Except as disclosed in the Prospectus, the Company and each of its subsidiaries have subsidiary has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)i) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The Except as disclosed in the Prospectus, the real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Vyyo Inc), Underwriting Agreement (Vyyo Inc)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as otherwise described in the Prospectus or except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Accentia Biopharmaceuticals Inc), Underwriting Agreement (Accentia Biopharmaceuticals Inc)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above hereof (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for (i) liens securing the Senior Secured Credit Facilities and (ii) such liens as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Purchase Agreement (Burlington Coat Factory Investments Holdings, Inc.), Purchase Agreement (COHOES FASHIONS of CRANSTON, Inc.)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A) (i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary and except as described in the Prospectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material in the aggregate and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Red Robin Gourmet Burgers Inc), Underwriting Agreement (Red Robin Gourmet Burgers Inc)
Title to Properties. The Except as provided in the Credit Agreement, the Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.), Underwriting Agreement (McCormick & Schmicks Seafood Restaurants Inc.)
Title to Properties. The Company and each of its subsidiaries have Subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Disclosure Package and the Final Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 1 contract
Samples: Amsurg Corp
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects other than those described in the Registration Statement, except such as do the Time of Sale Prospectus and the Prospectus or that would not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed reasonably be expected to be made of such property by the Companyresult in a Material Adverse Change. The real property, improvements, equipment and tangible personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration StatementStatements, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Heron Therapeutics, Inc. /De/)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSection 2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do otherwise would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets (for the avoidance of doubt, excluding Intellectual Property) reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Werewolf Therapeutics, Inc.)
Title to Properties. The Except as disclosed in the Offering Memorandum, the Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as do not materially and adversely affect the value of such property and (ii) such as do not materially interfere with the current or currently proposed use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the current or currently proposed use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have Subsidiaries has good and marketable title to all of the personal property, the buildings on the real and personal property property, and other assets reflected as owned in the financial statements referred to in Section 1(j1(a)(xii) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1 (i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: KFX Inc
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as set forth in each Applicable Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. To the Company. The ’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) liens securing the Senior Credit Facility and (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of real property owned by the real Company and personal property good title to all other properties and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case case, except as disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary and except, in the case of any subsidiary, such exceptions that would not reasonably be expected to result in a Material Adverse Change.
Appears in 1 contract
Title to Properties. The Company and or one of its subsidiaries have has good and marketable title in fee simple to all real property and good and marketable title to all of the real other properties and personal property and other assets reflected as owned by the Company in the financial statements referred to in Section 1(j1(A)(k) (“Preparation of Financial Statements”) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, adverse claims claims, and other defectsdefects or restrictions of any kind, except such as do not materially and adversely affect described in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment equipment, or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. Neither the Company nor any subsidiary owns any real property. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Morphic Holding, Inc.
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(o) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such for (i) liens securing the obligations under the Credit Agreement or (ii) those as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Purchase Agreement (Health Management Associates Inc)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the General Disclosure Package and the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSection 2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof). The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: BlueLinx Holdings Inc.
Title to Properties. The Company and each of its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. Neither the Company nor any of its subsidiaries owns any real property. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The Assuming due and valid execution by the lessors, the real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as described in the Prospectus and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for those created pursuant to the Loan Agreement described in Section 1(l) and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Unit Corp)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany and its subsidiaries. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any of and its subsidiaries are held under valid valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryand its subsidiaries.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the preliminary prospectus and the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(j1(A)(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed use to be made of such property by the CompanyCompany or any subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to incorporated by reference in Section 1(j) above the Registration Statement, the Time of Sale Prospectus or the Prospectus (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except in such cases as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Companyhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries Subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except those reflected in the financial statements or elsewhere in the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or its Subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of and its subsidiaries Subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryentities.
Appears in 1 contract
Samples: Purchase Agreement (Vistana Inc)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned by each of them in the financial statements referred to in Section 1(j) above (included or elsewhere incorporated by reference in the Registration Statement, the Time of Sale Prospectus or the Prospectus)Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not not, singly or in the aggregate, materially and adversely affect the value of such property and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Cal Dive International Inc
Title to Properties. The Company and or one of its subsidiaries have has good and marketable title in fee simple to all real property and good and marketable title to all of the real other properties and personal property and other assets reflected as owned by the Company in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or General Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, adverse claims claims, and other defectsdefects or restrictions of any kind, except such as do not materially and adversely affect described in the value of such property and do not materially interfere with Registration Statement, General Disclosure Package or the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment equipment, or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Prospectus or such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and or one of its subsidiaries have has good and marketable title in fee simple to all real property and good and marketable title to all of the real other properties and personal property and other assets reflected as owned by the Company in the financial statements referred to in Section 1(j1(e) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or General Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, adverse claims claims, and other defectsdefects or restrictions of any kind, except such as do not materially and adversely affect described in the value of such property and do not materially interfere with Registration Statement, General Disclosure Package or the use made or proposed to be made of such property by the CompanyProspectus. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment equipment, or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company, each Acquisition Subsidiary and each Founding Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company, such Acquisition Subsidiary or such Founding Company. The real property, improvements, equipment and personal property held under lease by the Company Company, any Acquisition Subsidiary or any of its subsidiaries Founding Company are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company Company, such Acquisition Subsidiary or such subsidiaryFounding Company.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jclause (j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) as described in the Prospectus, (ii) such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to or be made of such property by the CompanyCompany or its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 1 contract
Title to Properties. Except as otherwise disclosed in the Prospectus, The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Peco Ii Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and assets and do not materially interfere with the use made or proposed to be made of such property and assets by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. Neither the Company nor any subsidiary owns any real property. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j6(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: 374Water Inc.
Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and its subsidiaries have subsidiary has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(h) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and assets and do not materially interfere with the use made or proposed to be made of such property and assets by the Company or its subsidiary. To the Company. The ’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 1 contract
Samples: Cerus Corp
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Sanders Morris Harris Group Inc)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A) (i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary, except as otherwise disclosed in the Prospectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(h) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case case, except as otherwise disclosed in the Prospectus, free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except to the extent described in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or any of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or any such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A.(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (BCD Semiconductor Manufacturing LTD)
Title to Properties. The Company and each of its subsidiaries have has good and marketable valid title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as reflected in such financial statements or otherwise as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made and as described in the Offering Memorandum of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Purchase Agreement (ARKO Corp.)
Title to Properties. The Company and its subsidiaries each Subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such Subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Charles River Associates Inc)
Title to Properties. The Company and each of its subsidiaries have subsidiaries, taken as a whole, has good and marketable title to all of the real material properties and personal property and other material assets reflected as owned in the financial statements referred to in Section 1(j1(o) above hereof (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not not, individually or in the aggregate, materially and adversely affect the value of such the property and do not materially interfere with the Company’s use made or and proposed to be made use of such property by the Companyproperty. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Parnell Pharmaceuticals Holdings Pty LTD)
Title to Properties. The Company and its subsidiaries and consolidated affiliated entities have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. Except as otherwise disclosed in the Registration Statement, except such as do not materially the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with Prospectus, the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries and consolidated affiliated entities are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarysubsidiary or consolidated affiliated entity.
Appears in 1 contract
Samples: Secoo Holding LTD
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real property owned by them and valid marketable rights to use all personal property and (other assets reflected as than intellectual property, which is the subject of Section 1(t) above) owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by thereof. Except as otherwise disclosed in the Company. The Registration Statement and the exhibits thereto, the real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(o) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and or (iii) such as do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary, except, with respect to Thermo, as disclosed in the Registration Statement and the Prospectus. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have good and marketable has valid title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere included in the Registration Statement, Disclosure Package and the Time of Sale Prospectus or the Prospectus)Final Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not not, individually or in the aggregate, materially and adversely affect the value of such property and do not not, individually or in the aggregate, materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and tangible personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as disclosed in the Registration Statement, the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with Prospectus, including liens pursuant to the use made or proposed to be made of such property by the CompanyCredit Agreement. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, except as would not cause a Material Adverse Effect.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany and its subsidiaries. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any of and its subsidiaries are held under valid valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryand its subsidiaries.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not reasonably be expected, individually or in the aggregate, to materially and adversely affect the value of such property and do not or materially interfere with the use made or proposed to be made of such property by the Companythereof. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the each Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as for those described in the Registration Statement or any Applicable Prospectus or which do not materially and adversely affect the value of such property or assets and do not materially interfere with the use made or proposed to be made of such property or assets by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held held, to the Company’s knowledge, under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
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Title to Properties. The Company and its subsidiaries subsidiary have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as are described in the Disclosure Package and the Prospectus, (ii) such as do not materially and adversely affect the value of such property and (iii) such as do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
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Title to Properties. The Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(a)(xiv) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as do not materially and adversely affect the value of such property and (ii) such as do not materially interfere with the current or currently proposed use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the current or currently proposed use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
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Title to Properties. The Company and its subsidiaries have each of the Significant Subsidiaries has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1.A(o) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
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Samples: Underwriting Agreement (Monotype Imaging Holdings Inc.)
Title to Properties. The Company and each of its subsidiaries have good and marketable title to all of the real and personal property and good title to all other assets properties reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as described in the Prospectus and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the CompanyCompany or such subsidiary. The material real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
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