Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 70 contracts
Samples: Atm Equity Offering Sales Agreement (Cohen & Steers, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.), Equity Sales Agreement (Armour Residential REIT, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 56 contracts
Samples: Underwriting Agreement (Bowman Consulting Group Ltd.), Underwriting Agreement (Kinetik Holdings Inc.), Underwriting Agreement (Kinetik Holdings Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 37 contracts
Samples: Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc), Underwriting Agreement (Radian Group Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 21 contracts
Samples: Underwriting Agreement (MeiraGTx Holdings PLC), Underwriting Agreement (Paragon 28, Inc.), Underwriting Agreement (Bruker Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 16 contracts
Samples: Underwriting Agreement (Financial Institutions Inc), Underwriting Agreement (MidWestOne Financial Group, Inc.), Underwriting Agreement (Choiceone Financial Services Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 16 contracts
Samples: Underwriting Agreement (Neogenomics Inc), Underwriting Agreement (Chinook Therapeutics, Inc.), Underwriting Agreement (Neogenomics Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 15 contracts
Samples: Underwriting Agreement (Erickson Air-Crane Inc), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Erickson Air-Crane Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 13 contracts
Samples: At the Market Equity Offering Sales Agreement (Angion Biomedica Corp.), At the Market Equity Offering Sales Agreement (Sientra, Inc.), Purchase Agreement (Superior Offshore International Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them them, respectively, and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 11 contracts
Samples: Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 11 contracts
Samples: Underwriting Agreement (Jackson Acquisition Co), Underwriting Agreement (Southport Acquisition Corp), Underwriting Agreement (PROOF Acquisition Corp I)
Title to Property. The Company and its subsidiaries have good and marketable title or have valid rights to lease or otherwise use all real and personal property owned by them and good title that is material to all other properties owned by them, in each casethe business of the Company, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its rights subsidiaries under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or subleaseabove.
Appears in 9 contracts
Samples: Underwriting Agreement (Theravance Biopharma, Inc.), Underwriting Agreement (Theravance Biopharma, Inc.), Underwriting Agreement (Theravance Biopharma, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 8 contracts
Samples: Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc), Underwriting Agreement (Allison Transmission Holdings Inc)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 7 contracts
Samples: Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.), Underwriting Agreement (Purple Innovation, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 7 contracts
Samples: Underwriting Agreement (William Bradford Haines Financial Services Trust), Underwriting Agreement (Third Coast Bancshares, Inc.), Underwriting Agreement (Southern States Bancshares, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Prothena Corp Public LTD Co), Underwriting Agreement (Prothena Corp PLC), Underwriting Agreement (Prothena Corp PLC)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Underwriting Agreement (Profound Medical Corp.), Underwriting Agreement (Profound Medical Corp.), Underwriting Agreement (Profound Medical Corp.)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them the Company and good title to all other properties material to its business as now conducted owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (Aa) are described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesCompany. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or Time of Sale Prospectus and the Prospectus, are in full force and effect, and neither the . The Company nor any such subsidiary has not received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc), Underwriting Agreement (Symmetry Holdings Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is aware of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Underwriting Agreement (PROCEPT BioRobotics Corp), Underwriting Agreement (Winc, Inc.), Underwriting Agreement (PROCEPT BioRobotics Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all personal property (other properties than Intellectual Property) owned by them, in each case, which is material to the business of the Company, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) do would not, singly or in the aggregate, materially adversely affect the value of such property property, and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Underwriting Agreement (Biomarin Pharmaceutical Inc), Underwriting Agreement (Biomarin Pharmaceutical Inc), Underwriting Agreement (Biomarin Pharmaceutical Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease, except as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.), Underwriting Agreement (Tapestry, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially and adversely affect the value of such property properties taken as a whole and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiaries considered as one enterprise; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such properties, and neither the Company nor any such subsidiary has any received actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 5 contracts
Samples: Underwriting Agreement (Clearway Energy, Inc.), Underwriting Agreement (Clearway Energy LLC), Underwriting Agreement (NRG Yield, Inc.)
Title to Property. The Except as would not result in a Material Adverse Effect, (i) the Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described or referred to in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially not affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; (ii) all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and (iii) neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 5 contracts
Samples: Purchase Agreement (Hilton Hotels Corp), Purchase Agreement (Hilton Hotels Corp), Purchase Agreement (Hilton Hotels Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (B) do would not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiaries or (C) would not reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the material leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such material lease or sublease.
Appears in 5 contracts
Samples: Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC), Underwriting Agreement (OM Asset Management PLC)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All the Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 5 contracts
Samples: International Underwriting Agreement (Toyota Motor Corp/), Underwriting Agreement (Ctrip Com International LTD), Underwriting Agreement (Ctrip Com International LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (RCS Capital Corp), Underwriting Agreement (Schorsch Nicholas S), Underwriting Agreement (RCS Capital Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (Tarsus Pharmaceuticals, Inc.), Underwriting Agreement (Tarsus Pharmaceuticals, Inc.), Underwriting Agreement (Tarsus Pharmaceuticals, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and have good title to all other personal properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property reasonably be expected to result in a Material Adverse Effect; and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above or affecting or questioning its rights above, except to the continued possession of the leased or subleased premises under extent that any such lease failure to be in full force and effect or subleasesuch claim would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.), Underwriting Agreement (Montrose Environmental Group, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property have a Material Adverse Effect and do not materially interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: International Underwriting Agreement (Wellpoint Health Networks Inc /De/), u.s. Underwriting Agreement (Wellpoint Health Networks Inc /De/), International Underwriting Agreement (Wellpoint Health Networks Inc /De/)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is not aware of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (Inari Medical, Inc.), Underwriting Agreement (Inspire Medical Systems, Inc.), Underwriting Agreement (Inspire Medical Systems, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, enterprise and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, Prospectus are in full force and effect, and neither . Neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the such leases or subleases mentioned above or affecting or questioning its the rights of the Company or any such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. All property of the Company and its subsidiaries is valued on the books of the Company and its subsidiaries in accordance with GAAP.
Appears in 4 contracts
Samples: Underwriting Agreement (Tower Bancorp Inc), Underwriting Agreement (Flushing Financial Corp), Underwriting Agreement (Metro Bancorp, Inc.)
Title to Property. The Each of the Company and its subsidiaries have has good and marketable title in fee simple to all of its real property and personal properties, reflected as owned by them and good title to all other properties owned by themin the consolidated financial statements or as described in the Prospectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (A1) are described reflected in the Registration Statementsuch consolidated financial statements, the General Disclosure Package and the Prospectus or (B2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described used in the Registration Statement, the General Disclosure Package or the Prospectus, its business are in full force and effect, except where the failure of such leases and neither subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company nor or any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Renasant Corp), Underwriting Agreement (Oceanfirst Financial Corp), Underwriting Agreement (Renasant Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real freehold property owned by them and good title to lease or otherwise use all other real properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package Statement or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Sales Agreement (Adaptimmune Therapeutics PLC), Sales Agreement (Adaptimmune Therapeutics PLC), Sales Agreement (Adaptimmune Therapeutics PLC)
Title to Property. The Company and its subsidiaries have good and marketable title to all do not own any real property owned by them and have good title to all other material properties owned by them, in each case, them free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Fleetmatics Group PLC), Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or any material claim affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (Cox Communications Inc /De/), Underwriting Agreement (Cox Communications Inc /De/), Underwriting Agreement (Cox Communications Inc /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Cypress Semiconductor Corp /De/), Purchase Agreement (Osi Systems Inc), Purchase Agreement (Cypress Semiconductor Corp /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property as currently used or intended to be used and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: International Purchase Agreement (Autonation Inc /Fl), u.s. Purchase Agreement (Autonation Inc /Fl), u.s. Purchase Agreement (Republic Services Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (BrightSpire Capital, Inc.), Underwriting Agreement (DigitalBridge Group, Inc.)
Title to Property. The Company and its subsidiaries the Bank have good and marketable title in fee simple to all real property property, if any, owned by them the Company and the Bank and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Bank. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, the Bank and under which the Company or any of its subsidiaries the Bank holds properties described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor the Bank has received any such subsidiary has any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or the Bank under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or the Bank to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (OP Bancorp), Underwriting Agreement (OP Bancorp), Underwriting Agreement (OP Bancorp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real and personal property owned by them and good title material to all other properties owned by themthe business of the Company and its subsidiaries taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Piedmont Lithium Inc.), Underwriting Agreement (Piedmont Lithium LTD), Underwriting Agreement (Piedmont Lithium LTD)
Title to Property. The Company Each of the Company, the Subsidiaries and its subsidiaries have good the Manager has legal, valid and marketable defensible title to all real property assets and properties reflected as owned by them in the Registration Statement and good title to all other properties owned by themthe Prospectus, in each case, case free and clear of all mortgages, pledges, liens, security interests, claimspledges, restrictions or encumbrances of any kind charges, encumbrances, mortgages and defects, except such as (A) are described disclosed in the Registration Statement, the General Disclosure Package Statement and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do as could not materially interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business have a Material Adverse Effect; each of the Company and its subsidiariesthe Subsidiaries owns no real property; any personal property held under lease by the Company, considered the Subsidiaries and the Manager is held under a lease that is valid, existing and enforceable by the Company, the Subsidiaries and the Manager, as one enterprisethe case may be, and under which the Company or any of its subsidiaries holds properties described with such exceptions as are disclosed in the Registration Statement, Statement and the General Disclosure Package Prospectus or the Prospectus, are in full force and effectas could not reasonably be expected to have a Material Adverse Effect, and neither the Company Company, the Subsidiaries nor any such subsidiary the Manager has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights under any of the leases Company, the Subsidiaries or subleases mentioned above or affecting or questioning its rights to the continued possession of Manager, as the leased or subleased premises case may be, under any such lease or subleaselease.
Appears in 3 contracts
Samples: Sales Agreement (Hatteras Financial Corp), Sales Agreement (Hatteras Financial Corp), Sales Agreement (Hatteras Financial Corp)
Title to Property. The Company and its subsidiaries have does not own any real property; the Company has good and marketable title to all real property owned by them and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has does not have any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Acumen Pharmaceuticals, Inc.), Underwriting Agreement (Invea Therapeutics, Inc), Underwriting Agreement (Acumen Pharmaceuticals, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and good title which is material to all other properties owned by themthe Company's and its subsidiaries' operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (Oge Energy Corp), Purchase Agreement (Oge Energy Corp), Purchase Agreement (Oge Energy Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (A) adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or (B) affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (CureVac N.V.), Underwriting Agreement (CureVac N.V.), Underwriting Agreement (CureVac B.V.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially adversely interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effecteffect in all material respects, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or materially adversely affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp), Purchase Agreement (Keyw Holding Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, subsidiaries and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except to the extent that any such failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Inovio Pharmaceuticals, Inc.), Underwriting Agreement (Inovio Pharmaceuticals, Inc.), Underwriting Agreement (Inovio Pharmaceuticals, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration StatementProspectus, (b) were made in connection with the General Disclosure Package and the Prospectus Credit Agreement or (Bc) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (American Axle & Manufacturing Holdings Inc), Underwriting Agreement (American Axle & Manufacturing Holdings Inc), Purchase Agreement (American Axle & Manufacturing Holdings Inc)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseCompany, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Intercept Pharmaceuticals, Inc.), Underwriting Agreement (Intercept Pharmaceuticals, Inc.), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Trillium Therapeutics Inc.), Underwriting Agreement (Trillium Therapeutics Inc.), Underwriting Agreement (Trillium Therapeutics Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Riverview Bancorp Inc), Underwriting Agreement (Riverview Bancorp Inc), Underwriting Agreement (Riverview Bancorp Inc)
Title to Property. The Company and its subsidiaries have good and marketable valid title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Wilshire Bancorp Inc), Underwriting Agreement
Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title to all other properties personal property owned by themthe Company and its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in each of the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in each of the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice or knowledge of any material claim of any sort that has been been, or may be, asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Tennessee Commerce Bancorp, Inc.), Underwriting Agreement (Tennessee Commerce Bancorp, Inc.)
Title to Property. The Company and its subsidiaries subsidiary have good and marketable title to all real property owned by them the Company and its subsidiary and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Esquire Financial Holdings, Inc.), Underwriting Agreement (Esquire Financial Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all own no real property owned by them and have good title to all other properties owned by themthem that is material to the operation of their business, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (Tattooed Chef, Inc.), Atm Equity Offering Sales Agreement (Tattooed Chef, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and in the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and in the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Allegiant Travel CO), Purchase Agreement (Allegiant Travel CO)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by them it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Everest Consolidator Acquisition Corp), Underwriting Agreement (Everest Consolidator Acquisition Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or would not result in the aggregate, materially affect the value of such property a Material Adverse Effect; and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties real property described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Chemical Financial Corp), Underwriting Agreement (Chemical Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (Bii) do not, singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary or (iii) would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases such lease or subleases mentioned above sublease or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.
Appears in 2 contracts
Samples: Placement Agent Agreement (Conifer Holdings, Inc.), Dealer Manager Agreement (Conifer Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its rights under any of the leases or subleases mentioned above or affecting or questioning its rights to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Ameris Bancorp), Underwriting Agreement
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or would not result in the aggregate, materially affect the value of such property a Material Adverse Effect; and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties real property described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (River Valley Bancorp), Underwriting Agreement (River Valley Bancorp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (Aa) are described in the Registration Statement, the General Disclosure Package Statement and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or Statement and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Vectren Corp), Common Stock Purchase Agreement (Vectren Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or and (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Veritex Holdings, Inc.), Underwriting Agreement (Veritex Holdings, Inc.)
Title to Property. Except as disclosed in the SEC Reports, the Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus SEC Reports or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusSEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Subscription Agreement (ArTara Therapeutics, Inc.), Subscription Agreement (Proteon Therapeutics Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effecteffect in all material respects, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Ii-Vi Inc), Underwriting Agreement (Ii-Vi Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (i) adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or (ii) adversely affecting or questioning its contesting the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Restoration Hardware Holdings Inc), Underwriting Agreement (Restoration Hardware Holdings Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and or the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Globalstar, Inc.), Underwriting Agreement (Globalstar, Inc.)
Title to Property. The Company does not own any real property, and its subsidiaries have the Company has good and marketable title to all real personal property owned by them and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Company; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Mercato Partners Acquisition Corp), Underwriting Agreement (Mercato Partners Acquisition Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus Prospectuses or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (CannTrust Holdings Inc.), Underwriting Agreement (Ym Biosciences Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary, or (C) would not have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases such lease or subleases mentioned above sublease or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (CNB Financial Corp/Pa), Underwriting Agreement (CNB Financial Corp/Pa)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, Prospectus and the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, Prospectus or the General Disclosure Package or the ProspectusPackage, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Ceradyne Inc), Purchase Agreement (Ceradyne Inc)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and or proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusSEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. The Company and each of its subsidiaries are in compliance with such leases, except as would not result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Subscription Agreement (Korro Bio, Inc.), Subscription Agreement (Protara Therapeutics, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all any real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (WisdomTree Investments, Inc.), Underwriting Agreement (WisdomTree Investments, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All , and all of the leases and subleases material to the business of the Company and any of its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither . Neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Green Mountain Coffee Roasters Inc), Purchase Agreement (Green Mountain Coffee Roasters Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would, singly or in the aggregate, be material to the Company and its subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Underwriting Agreement (Lucid Group, Inc.), Underwriting Agreement (Lucid Group, Inc.)
Title to Property. The Company and its subsidiaries subsidiary have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice is aware of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Vapotherm Inc), Underwriting Agreement (Vapotherm Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property as currently used or intended to be used and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Gerald Stevens Inc/), Purchase Agreement (Republic Services Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Final Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not not, singly or in the aggregate, materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Colfax CORP), Purchase Agreement (Colfax CORP)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Principia Biopharma Inc.), Underwriting Agreement (Principia Biopharma Inc.)
Title to Property. The Company and its subsidiaries subsidiary have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bii) do not, singly or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such its subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: At the Market Equity Offering Sales Agreement (PepGen Inc.)
Title to Property. The Company and its subsidiaries Designated Subsidiaries have good and marketable title to all real property owned by them the Company and its Designated Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusPackage, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do have a Material Adverse Effect and, except as would not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All have a Material Adverse Effect, all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for such claims as would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties real property described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and good title which is material to all other properties owned by themthe Company’s and its subsidiaries’ operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Purchase Agreement (Oge Energy Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties real property described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which claim might reasonably be expected to materially interfere with the use made and proposed to be made of such premises by the Company or any of its subsidiaries.
Appears in 1 contract
Samples: Underwriting Agreement (WashingtonFirst Bankshares, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus SEC Filings or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Subsidiaries; and (x) all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, SEC Filings are in full force and effect, and (y) neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except, in the case of clauses (x) and (y), as could not be reasonably expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other material properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary. All of the material leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Pricing Disclosure Package or and the Prospectus, Prospectus are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration StatementOffering Circular, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the ProspectusOffering Circular, are in full force and effect, and neither the Company nor any such subsidiary has any notice of its subsidiaries is aware of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its rights subsidiaries under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of such the Company or any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries subsidiary have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries subsidiary holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such its subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or its rights subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning the rights of the Company or its rights subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (PepGen Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other tangible properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property properties owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package Time of Sale Prospectus and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or Time of Sale Prospectus and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all do not own any real property owned by them and have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (Gauzy Ltd.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do would not, singly or in the aggregate, materially affect the value of such property have a Material Adverse Effect and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, except as would not, singly or in the aggregate, have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except as would not, singly or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or and the Prospectus, are in full force and effect, and neither the Company nor any such subsidiary has any written or actual notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, Statement or the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries. All ; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package Statement or the ProspectusProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to its the rights of the Company or any subsidiary under any of the leases or subleases mentioned above above, or affecting or questioning its the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract