Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 25 contracts
Samples: Underwriting Agreement (Rezolute, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.), Underwriting Agreement (Iovance Biotherapeutics, Inc.)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned by it in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or Disclosure Package and the Prospectus), in each case free and clear of any security interestsinterest, mortgagesmortgage, lienslien, encumbrancesencumbrance, equitiesequity, adverse claims claim or other defect, except such as do not materially and other defectsadversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 19 contracts
Samples: Underwriting Agreement (Bon Natural Life LTD), Underwriting Agreement (Bon Natural Life LTD), Underwriting Agreement (Qilian International Holding Group LTD)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 10 contracts
Samples: Underwriting Agreement (Gander Mountain Co), Underwriting Agreement (Threshold Pharmaceuticals Inc), Underwriting Agreement (Intralase Corp)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 6 contracts
Samples: Underwriting Agreement (Union Street Acquisition Corp.), Underwriting Agreement (Transforma Acquisition Group Inc.), Underwriting Agreement (Transforma Acquisition Group Inc.)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 6 contracts
Samples: Underwriting Agreement (Advaxis, Inc.), Underwriting Agreement (Advaxis, Inc.), Placement Agency Agreement (Advaxis, Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 5 contracts
Samples: Underwriting Agreement (Ventyx Biosciences, Inc.), Underwriting Agreement (Connect Biopharma Holdings LTD), Travere Therapeutics, Inc.
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 4 contracts
Samples: Open Market Sale (Iovance Biotherapeutics, Inc.), Open Market Sale (Iovance Biotherapeutics, Inc.), Relmada Therapeutics, Inc.
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)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 properties or assets and do not materially interfere with the use made of such properties or assets by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 4 contracts
Samples: Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.), Underwriting Agreement (CardioVascular BioTherapeutics, Inc.)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)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. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 4 contracts
Samples: Underwriting Agreement (Megabios Corp), Underwriting Agreement (Ancor Communications Inc /Mn/), Underwriting Agreement (Digimarc Corp)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 4 contracts
Samples: Underwriting Agreement (Hain Celestial Group Inc), Underwriting Agreement (Icahn Carl C), Underwriting Agreement (Hain Celestial Group Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all real property and good and marketable title to all personal property owned by them which is material to the business of the real Company and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)its subsidiaries, in each case free and clear of all Encumbrances and defects, except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any security interests, mortgages, liens, encumbrances, equities, adverse claims of its subsidiaries. Any real property and other defects. The real property, improvements, equipment and personal property facilities held under lease by the Company or and any of its subsidiaries are held by them under valid valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or and proposed to be made of such real property, improvements, equipment or personal property and buildings by the Company or such subsidiaryand its subsidiaries.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Whitehall Jewellers Inc), Agreement and Plan of Merger (Prentice Capital Management, LP)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 3 contracts
Samples: Market Sale (Cardiff Oncology, Inc.), Humacyte, Inc., INFINERA Corp
Title to Properties. The Company has good and its subsidiaries have marketable title in fee simple to all real property and good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)by them, in each case free and clear of any security interests, mortgages, all liens, encumbrancesencumbrances and defects, equitiesexcept such liens, adverse claims encumbrances and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions defects as are described in the most recent Prospectus or such as do not material materially affect the value of such property and do not materially interfere with the use made or and proposed to be made of such real property, improvements, equipment or personal property by the Company. All assets held under lease by the Company or are held by them under valid, subsisting and enforceable leases, with such subsidiaryexceptions as do not materially interfere with the use made and proposed to be made of such assets by the Company.
Appears in 3 contracts
Samples: Open Market Sale (BioXcel Therapeutics, Inc.), Open Market Sale (BioXcel Therapeutics, Inc.), Open Market Sale (BioXcel Therapeutics, Inc.)
Title to Properties. The Company and its subsidiaries Subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere contained in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except where failure to so possess would not reasonably be expected to result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries 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: Sales Agreement (Brightcove Inc), Sales Agreement (Vicarious Surgical Inc.), Common Stock Sales Agreement (AppHarvest, Inc.)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (Bed Bath & Beyond Inc), Bed Bath & Beyond Inc
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have subsidiary has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Vor Biopharma Inc., Vor Biopharma Inc.
Title to Properties. The Company does not own any real property. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(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. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryits subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Minerva Neurosciences, Inc.), Underwriting Agreement (Minerva Neurosciences, Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (I-Mab), Underwriting Agreement (I-Mab)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Sales Agreement (Vince Holding Corp.), Vince Holding Corp.
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have has good and marketable title to all of the material real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Open Market Sale (ESSA Pharma Inc.), ESSA Pharma Inc.
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 2 contracts
Samples: Underwriting Agreement (Celcuity Inc.), Underwriting Agreement (Icosavax, Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Foghorn Therapeutics Inc.), Underwriting Agreement (Imago BioSciences, Inc.)
Title to Properties. The Company and its subsidiaries have Subsidiaries possess good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j3.1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the ProspectusSEC Reports), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Vigil Neuroscience, Inc.), Securities Purchase Agreement (Cidara Therapeutics, Inc.)
Title to Properties. The Company does not own any real property. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryits subsidiaries.
Appears in 2 contracts
Samples: Minerva Neurosciences, Inc., Minerva Neurosciences, Inc.
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A(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. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Rada Electronic Industries LTD), Underwriting Agreement (AdaptHealth Corp.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the material real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(o) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (ESSA Pharma Inc.), Underwriting Agreement (ESSA Pharma Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Savara Inc), Underwriting Agreement (Savara Inc)
Title to Properties. The Except as otherwise disclosed in the Time of Sale Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Plains Renewable Energy, Inc.), Underwriting Agreement (Green Plains Renewable Energy, Inc.)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(a)(xii) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 2 contracts
Samples: Open Market Sale (Janus International Group, Inc.), Open Market Sale (Smart Sand, Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary. The representations and warranties contained in this Section 1(v) do not apply to any matter the subject matter of which is specifically covered by Section 1(t) above.
Appears in 2 contracts
Samples: Underwriting Agreement (Organovo Holdings, Inc.), Underwriting Agreement (Organovo Holdings, Inc.)
Title to Properties. The Company and its subsidiaries have owns no real property. The Company has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany. The representations and warranties contained in this Section 1(v) do not apply to any matter the subject matter of which is specifically covered by Section 1(t) above.
Appears in 2 contracts
Samples: Underwriting Agreement (Liquidia Technologies Inc), Underwriting Agreement (Liquidia Technologies Inc)
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned by each of them in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryresult in a Material Adverse Change.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Imago BioSciences, Inc.
Title to Properties. The Company and its subsidiaries have has good and marketable title to ------------------- all of the real properties and personal property and other assets reflected as owned in the financial statements Financial Statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(o) 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. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as disclosed in the Prospectus, the Company and each of its subsidiaries have good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except (i) such as would not materially and adversely affect the value of such property and (ii) such as would not materially interfere with the current use 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 of its subsidiaries 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 1 contract
Samples: Underwriting Agreement (Allis Chalmers Energy Inc.)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSECTION 1(a)(ix) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or General Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects). The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Ventyx Biosciences, Inc.
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects of title, except such as could not reasonably be expected to have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are is 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 and except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or such subsidiaryother similar laws or affecting creditors' rights generally or by general equitable principles.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Wejo Group LTD
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Samples: First Horizon Pharmaceutical Corp
Title to Properties. The Company does not own any real property. The Company and its subsidiaries subsidiary have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Minerva Neurosciences, Inc.)
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus1(A)(i), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as contemplated or permitted by the Existing Loan Agreements. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Source Interlink Companies Inc
Title to Properties. The Except as otherwise disclosed in each Applicable Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Samples: Everspin Technologies Inc
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(n) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Title to Properties. The Except as described in the Prospectus, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: LHC Group, Inc
Title to Properties. The Except as otherwise disclosed in the Disclosure Documents, the Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j6(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSection 2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Samples: Open Market Sale Agreement (Spruce Biosciences, Inc.)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Open Market Sale (Rezolute, Inc.)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case by it free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are stated in the financial statements referred to in Section 1(i) above (or included in the Prospectus), or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Samples: Entremed Inc
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(A)(j) (“Preparation of Financial Statements”) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, pledges, liens, encumbrances, equities, adverse claims claims, and other defectsdefects or restrictions of any kind. The real property, improvements, equipment buildings, equipment, and personal property held under lease by the Company or any of its subsidiaries Company, if any, 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 subsidiaryCompany.
Appears in 1 contract
Title to Properties. The Company and each of its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in of the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case Company and its consolidated subsidiaries free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims Liens except for the Liens under the Loan Agreement and other defectsexcept 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 of its subsidiaries such 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 subsidiaryany of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (Moog Inc)
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(a)(i) above (or elsewhere in the Registration Statementabove, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.
Appears in 1 contract
Samples: Underwriting Agreement (Globespan Semiconductor Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(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. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Lion Biotechnologies, Inc.)
Title to Properties. The Company and each of its subsidiaries have has good and marketable valid title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)Company Reports, 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 of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company Company, or such subsidiary.
Appears in 1 contract
Samples: Stock Purchase Agreement (Peritus Software Services Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title title, or in the case of real property in Québec, good and valid title, to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j2(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1A(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.. (v)
Appears in 1 contract
Samples: www.sec.gov
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j6(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: Sales Agreement (Savara Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real and tangible personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, except as would not cause a Material Adverse Effect.
Appears in 1 contract
Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and its subsidiaries have good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(jSection 2(m) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract
Samples: BiomX Inc.
Title to Properties. The Company and its subsidiaries have has good and marketable title to all of the real properties and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1 (A) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)i) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects to title, except such as do not materially interfere with the use made or proposed to be made of such property by the Company. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.
Appears in 1 contract
Samples: Underwriting Agreement (Vnus Medical Technologies Inc)
Title to Properties. The Company and its subsidiaries have good and marketable title to all of the real property owned by them and have good title to all personal property and other assets reflected as owned in the financial statements referred to in Section 1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)by them, in each case free and clear of any security interests, mortgages, all liens, encumbrancesencumbrances and defects, equities, adverse claims except such as are described in the Prospectus or such as do not materially affect the value of such property and other defects. The do not interfere with the use made and proposed to be made of such property by the Company and its subsidiaries; and any real property, improvements, equipment property and personal property buildings held under lease by the Company or any of and its subsidiaries are held by them under valid valid, subsisting and enforceable leases, leases with such exceptions as are not material and do not materially interfere with the use made or and proposed to be made of such real property, improvements, equipment or personal property and buildings by the Company or such subsidiaryand its subsidiaries.
Appears in 1 contract
Samples: Athersys, Inc / New
Title to Properties. The Except as would not result in a Material Adverse Change, the Company and each of its subsidiaries have has good and marketable title to all of the real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(j1(i) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects. The real property, improvements, equipment and personal property held under lease by the Company or any of its subsidiaries subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.
Appears in 1 contract