Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 15 contracts
Samples: Underwriting Agreement (Ramp Networks Inc), Underwriting Agreement (Entegris Inc), Underwriting Agreement (Daleen Technologies Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 9 contracts
Samples: Underwriting Agreement (Avanir Pharmaceuticals, Inc.), Underwriting Agreement (Avanir Pharmaceuticals, Inc.), Underwriting Agreement (Power Medical Interventions, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 7 contracts
Samples: Underwriting Agreement (Dave & Busters Inc), Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (Petroleum Development Corp)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 6 contracts
Samples: Underwriting Agreement (Verona Pharma PLC), Underwriting Agreement (Tcr2 Therapeutics Inc.), Underwriting Agreement (Forma Therapeutics Holdings, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus)by it, 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 Time of Sale 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. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any 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 5 contracts
Samples: Underwriting Agreement (Horizon Therapeutics Public LTD Co), Underwriting Agreement (Horizon Pharma PLC), Underwriting Agreement (Horizon Pharma PLC)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 5 contracts
Samples: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)
Title to Properties. The Except as disclosed in the Registration Statement and the Prospectus, the Company and each of its subsidiaries has good and marketable valid title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i6(i) above (or elsewhere in 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 have or result in a Material Adverse Change to the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 5 contracts
Samples: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 could 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Newlink Genetics Corp), Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.)
Title to Properties. The Company and each of its subsidiaries has the NRLBH have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the 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 Company or such subsidiarythe NRLBH. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the NRLBH 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 NRLBH.
Appears in 4 contracts
Samples: Underwriting Agreement (Atossa Genetics Inc), Underwriting Agreement (Atossa Genetics Inc), Placement Agent Agreement (Atossa Genetics Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(j) above (or elsewhere in 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Halozyme Therapeutics Inc), Sales Agency Agreement (Chicago Bridge & Iron Co N V), Sales Agency Agreement (Evergreen Energy Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions exceptions, if any, 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 (Ibasis Inc), Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 to, individually or 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 Company or such subsidiaryaggregate, result in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.), Underwriting Agreement (Kezar Life Sciences, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in 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 Company or such subsidiaryCompany. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any 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 subsidiaryCompany.
Appears in 3 contracts
Samples: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions exceptions, if any, 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 (Ibasis Inc), Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc)
Title to Properties. The Except as described in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Underwriting Agreement (U S Restaurant Properties Inc), Underwriting Agreement (RFS Hotel Investors Inc), Underwriting Agreement (RFS Hotel Investors Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (Hutchinson Technology Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 Company or such subsidiaryresult in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Oncorus, Inc.), Underwriting Agreement (Oncorus, Inc.)
Title to Properties. The Except as disclosed in the Preliminary Prospectus and in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except (i) such as do would not materially and adversely affect the value of such property and do (ii) such as would not materially interfere with the current use made or proposed to be made of such property by the Company or such subsidiary, as the case may be. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do would not materially interfere with the current use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, as the case may be.
Appears in 2 contracts
Samples: Underwriting Agreement (Natural Gas Services Group Inc), Underwriting Agreement (Natural Gas Services Group Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property in the aggregate and do not materially interfere with the use made or proposed to be made of such property in the aggregate by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (in each case in the aggregate) by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)
Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(n) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Purchase Agreement (Tempur Sealy International, Inc.), Purchase Agreement (Tempur Sealy International, Inc.)
Title to Properties. The Company and each of its subsidiaries has do not own any real property. The Company and its subsidiaries have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i6(k) above (or elsewhere in the Registration 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 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Sales Agreement (Mirati Therapeutics, Inc.), Sales Agreement (Mirati Therapeutics, Inc.)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in by them which is material to the financial statements referred to in Section 1(A)(i) above (or elsewhere in business of the Prospectus)Company, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, defects except such as do not materially and adversely affect the value of such property and do not materially interfere in any material respect with the use made or and currently proposed to be made of such property by the Company or such subsidiaryCompany. The Except as otherwise disclosed in the Prospectus, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 Agreement (Lexicon Pharmaceuticals, Inc.), Open Market Sale Agreement (Lexicon Pharmaceuticals, Inc.)
Title to Properties. The Company and each of its subsidiaries has good the Subsidiaries have valid and marketable indefeasible title to all the properties and assets reflected as owned in the consolidated financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiaryand the Subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary either of 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 2 contracts
Samples: Underwriting Agreement (Netsolve Inc), Underwriting Agreement (Netsolve Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(p) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as are described in the Disclosure Package and the Prospectus or such as do not materially and adversely affect would not, individually or 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 Company or such subsidiaryaggregate, have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions leases except as are not material described in the Disclosure Package and the Prospectus or such as do not materially interfere with and would not, individually or in the use made or proposed to be made of such real propertyaggregate, improvements, equipment or personal property by the Company or such subsidiaryhave a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (St Jude Medical Inc), Underwriting Agreement (St Jude Medical Inc)
Title to Properties. The Company does not own any real property and each of its subsidiaries has good and marketable title to all the properties personal property and assets reflected as owned by it in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Prospectus)Prospectus Supplement) and which are material to the business of the Company, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material 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 2 contracts
Samples: Placement Agency Agreement (Rigel Pharmaceuticals Inc), Placement Agency Agreement (Rigel Pharmaceuticals Inc)
Title to Properties. The Except as disclosed in the SEC Reports, the Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus)subsection 2.8 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Note Purchase Agreement, Note Purchase Agreement (Opko Health, Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 defects, except such other than 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(k) above (or elsewhere in the Registration 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 Company or such subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 Agreement (Scholar Rock Holding Corp), Open Market Sale Agreement (Scholar Rock Holding Corp)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any 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 subsidiaryCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Rent Way Inc), Underwriting Agreement (Rf Micro Devices Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 where failure to so possess would not materially and adversely affect reasonably be expected to, individually or 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 Company or such subsidiaryaggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Metacrine, Inc.), Underwriting Agreement (Altimmune, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(l) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(l) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiaryany of its subsidiaries. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 subsidiaryits subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Methes Energies International LTD), Underwriting Agreement (Methes Energies International LTD)
Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its 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 (TTM Technologies Inc), Underwriting Agreement (TTM Technologies Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the of its respective properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as may be reflected in such financial statements 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Atrix Laboratories Inc), Underwriting Agreement (Atrix Laboratories Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Registration 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 which could not materially and adversely affect be reasonably 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its 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: Open Market Sale Agreement (Kineta, Inc./De), Open Market Sale Agreement (Yumanity Therapeutics, Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(j) above (or elsewhere in the Registration 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 Company or such subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Open Market Sale Agreement (Codiak BioSciences, Inc.)
Title to Properties. The Company and each of its subsidiaries has Subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i3.1(j) above (or elsewhere in the ProspectusRegistration Statement, the Time or the Prospectus Supplement), 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 and the Prospectus Supplement 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 subsidiarySubsidiary.
Appears in 1 contract
Samples: Securities Purchase Agreement (Auris Medical Holding AG)
Title to Properties. The Except as provided in the Credit Agreement, the Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (McCormick & Schmicks Seafood Restaurants Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property in the aggregate and do not materially interfere with the use made or proposed to be made of such property in the aggregate by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (in each case in the aggregate) by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(iSection 2(m) above (or elsewhere in the Registration 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 materially and adversely affect 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Open Market Sale Agreement (Elys Game Technology, Corp.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(j) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 Subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus)by it, 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 the Time of Sale Document and Final Offering Memorandum 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 subsidiarySubsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(o) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid leases that are in full force and enforceable leaseseffect, 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 has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(n) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiaryand its subsidiaries. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(j) above (or elsewhere in the Registration 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 Company or such subsidiarythereof. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Open Market Sale Agreement (Bellicum Pharmaceuticals, Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims claims, and other defects, except such as do otherwise disclosed in the Prospectus or such as would not reasonably be expected to materially and adversely affect the value of such property and do not materially interfere with the or use made or proposed to be made of such property by the Company or such subsidiaryits subsidiaries. The real property, improvements, equipment equipment, and personal property held under lease by the Company or any 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
Samples: Underwriting Agreement (United Pan Am Financial Corp)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) 1.1.9 above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as are described in the Prospectus or 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 Registration Statement and the Prospectus, the Company and each of its subsidiaries has good and marketable valid title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i6(i) above (or elsewhere in 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 have or result in a Material Adverse Change to the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Equity Distribution Agreement (Empire Petroleum Corp)
Title to Properties. The Except as disclosed in the Prospectuses, the Company and each of its consolidated subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(l) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 defects, except such as do could 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Universal American Financial Corp)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(l) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Friendlys Restaurants Franchise Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Viridian Therapeutics, Inc.\DE)
Title to Properties. The Except as otherwise described in the Offering Memorandum, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(n) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 owns no real property. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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. The Company owns or leases all such real and personal property as is necessary to its operations as now conducted and as proposed to be conducted.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(o) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Disclosure Package 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable indefeasible title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(a)(xiii) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Registration 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 such 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Open Market Sale Agreement (Tango Therapeutics, Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 other than 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 Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 has had good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in as of the Prospectus)dates of such financial statements, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do did not materially and adversely affect the value of such property and do did not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1 (A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Action Performance Companies Inc)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(q) above (or elsewhere in the ProspectusDisclosure Package and the Final Offering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as are described in the Disclosure Package and the Final Offering Memorandum or such as do not materially and adversely affect would not, individually or 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 Company or such subsidiaryaggregate, have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with except such exceptions as are not material described in the Disclosure Package and the Final Offering Memorandum or such as do not materially interfere with and would not, individually or in the use made or proposed to be made of such real propertyaggregate, improvements, equipment or personal property by the Company or such subsidiaryhave a Material Adverse Effect.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(f) above (or elsewhere in 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 Company or such subsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as described 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1.A(o) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid leases that are in full force and enforceable leaseseffect, 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 provided in the Credit Agreement, the Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (McCormick & Schmicks Seafood Restaurants Inc.)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Viridian Therapeutics, Inc.\DE)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Acadia Pharmaceuticals Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Viridian Therapeutics, Inc.\DE)
Title to Properties. The Except as otherwise described in the Offering Memorandum, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 and its subsidiary. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any and its subsidiary 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 and its subsidiary.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(iclause (j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Dealer Manager and Solicitation Agent Agreement (Alestra)
Title to Properties. The Except as disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 or with such exceptions that would not result in a Material Adverse Change.
Appears in 1 contract
Samples: Underwriting Agreement (Alnylam Pharmaceuticals Inc)
Title to Properties. The Company and each or one of its subsidiaries has good and marketable title in fee simple to all the real property and good and marketable title to all other properties and assets reflected as owned by the Company in the financial statements referred to in Section 1(A)(i1(A)(k) (“Preparation of Financial Statements”) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, 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 Company or such subsidiaryProspectus. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any 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 has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 (Aclaris Therapeutics, Inc.)
Title to Properties. The Except as disclosed in the Registration Statement and the Prospectus, the Company and each of its subsidiaries has good and marketable valid title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i6(k) above (or elsewhere in 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 have or result in a Material Adverse Change to the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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: Equity Distribution Agreement (AMERICAN COASTAL INSURANCE Corp)
Title to Properties. The Company and each of its subsidiaries has good and marketable valid title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Registration 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 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its 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 has good and marketable title to all of the properties real and personal property and other assets reflected as owned by them in the financial statements referred to in Section 1(A)(i1(i) above (or elsewhere in 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 where the failure to have such as do title 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any 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 subsidiaryCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Aerovate Therapeutics, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(q) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiarysubsidiary and except for the security interests granted pursuant to the Credit Agreement. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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: Purchase Agreement (Tempur Sealy International, Inc.)
Title to Properties. The Each of the Company and each of its subsidiaries owns, or has good valid rights to use, all items of real and marketable title personal property which are material to all the properties business of the Company and assets reflected its subsidiaries considered as owned a whole, free and clear, except as described in the financial statements referred to in Section 1(A)(i) above (or elsewhere in Registration Statement, the Prospectus)Base Prospectus and the Prospectus Supplement of all liens, in each case free charges, claims, encumbrances and clear rights of third parties of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not type or description that might materially interfere with the use made business, results of operations, condition (financial or proposed to be made other) or prospects of such property by the Company or such subsidiaryand its subsidiaries considered as a whole. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary and its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material 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 subsidiaryits subsidiaries, as the case may be.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Registration 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 which could not materially and adversely affect be reasonably 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 Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its 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: Open Market Sale Agreement (Yumanity Therapeutics, Inc.)
Title to Properties. The Company and each of its subsidiaries has good and marketable valid title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i) above (or elsewhere included in the Prospectus)Final Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any 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 each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned by each of them in the financial statements referred to in Section 1(A)(i1(A)(m) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The material real property, improvements, equipment and personal property held under lease by the Company or any 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 material real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (New Century Financial Corp)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(p) above (or elsewhere in the Prospectus)Disclosure Package and the Final Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 (Alaska Communications Systems Group Inc)
Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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 subsidiaryand its subsidiaries. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 Registration Statement, the Time of Sale Prospectus or the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(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 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. The real property, improvements, equipment and personal property held under lease by the Company or any its 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 (Avadel Pharmaceuticals PLC)
Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(A)(l) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(A)(i1(a)(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, 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. The real property, improvements, equipment and personal property held under lease by the Company or any 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 Subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i1(s) above (or elsewhere in the Registration Statement, 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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary 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 subsidiarySubsidiaries.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(A)(i2(m) above (or elsewhere in the Registration 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 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 Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its 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: Open Market Sale Agreement (Puma Biotechnology, Inc.)