Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 83 contracts
Samples: Purchase Agreement (Enstar Group LTD), Purchase Agreement (Opentable Inc), Purchase Agreement (Enstar Group LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 15 contracts
Samples: International Purchase Agreement (Contifinancial Corp), International Purchase Agreement (Sonic Automotive Inc), u.s. Purchase Agreement (Pets Com Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 would not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and 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 and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases such lease or subleases mentioned above, sublease or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, in any such case, would have a Material Adverse Effect.
Appears in 13 contracts
Samples: Sales Agency Agreement (Banc of California, Inc.), Purchase Agreement (Banc of California, Inc.), Purchase Agreement (Banc of California, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 11 contracts
Samples: Underwriting Agreement (Nextlink Communications LLC), Underwriting Agreement (Nextlink Communications Inc / De), Underwriting Agreement (Xo Communications Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 General Disclosure Package and the Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult 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 General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of the Company has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of the Company under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 10 contracts
Samples: Equity Distribution Agreement (Affiliated Managers Group, Inc.), Equity Distribution Agreement (Affiliated Managers Group, Inc.), Equity Distribution Agreement (Affiliated Managers Group, 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 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 Prospectus SEC Reports 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; 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 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 the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 9 contracts
Samples: Securities Purchase Agreement (KALA BIO, Inc.), Securities Purchase Agreement (KALA BIO, Inc.), Securities Purchase Agreement (Bellicum Pharmaceuticals, Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 7 contracts
Samples: Purchase Agreement (Audiocodes LTD), Purchase Agreement (Rhythms Net Connections Inc), Purchase Agreement (Rhythms Net Connections Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by Each of the Company and its subsidiaries has good and good marketable title in fee simple to all other properties of its real and personal properties, reflected as 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 (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all such subsidiary or 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 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 and would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company nor or any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Fulton Financial Corp), Underwriting Agreement (Fulton Financial Corp), Underwriting Agreement (Fulton Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions encumbrances or encumbrances defects 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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.), Underwriting Agreement (Milacron Holdings Corp.)
Title to Property. The Company and its subsidiaries have has good and marketable sufficient title to all real property, principal plants and all other property owned by it and which is material to the Company and its subsidiaries and good title to all other properties owned by themCompany’s operations, 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, Prospectus and Time of Sale Information or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesCompany; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any does not have notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 7 contracts
Samples: Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co), Underwriting Agreement (Oklahoma Gas & Electric Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 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; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 7 contracts
Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)
Title to Property. The Each of the Company and its subsidiaries have each Subsidiary has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and its subsidiaries and good title to all other properties owned by them, any Subsidiary in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) claims and defects that do not, singly singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseany Subsidiary, and under which the Company or any of its subsidiaries Subsidiary holds properties described in the General Disclosure Package and the Final Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Placement Agency Agreement, Placement Agency Agreement (Spherix Inc), Underwriting Agreement (Synergy Pharmaceuticals, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 General Disclosure Package and the Prospectus or (bB) do would not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and (X) all of the leases and subleases material relating 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 General Disclosure Package and the Prospectus, are in full force and effect, and (Y) neither the Company nor any subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for each of (X) and (Y) as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.), Underwriting Agreement (James River Group Holdings, Ltd.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties and assets owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 6 contracts
Samples: Underwriting Agreement (Oriental Financial Group Inc), Underwriting Agreement (R&g Financial Corp), Underwriting Agreement (R&g Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 those that (a) are described disclosed in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property properties and do not interfere with the use made and proposed to be made of such property properties by the Company or any of its subsidiaries; 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 disclosed in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, that in each case described above, singularly or together, would have a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement (Orange), Purchase Agreement (Orange), Purchase Agreement (Orange)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 as described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except as would not reasonably be expected to result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC), Purchase Agreement (RBC Bearings INC)
Title to Property. The Except where the failure thereof would not result in a Material Adverse Effect, to the Company’s knowledge, the Company and its subsidiaries have has good and marketable title to all any real property owned by the Company and its subsidiaries them and good title to all any other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesCompany; and all of the leases and subleases material to the business of the Company and its subsidiariesCompany, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration 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 the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 5 contracts
Samples: At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.), At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.), At the Market Equity Offering Sales Agreement (Cue Biopharma, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to of the continued possession of the leased or subleased premises under any such lease or subleasesublease where such claim or claims, individually or in the aggregate, would result in a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement (U S Wireless Corp), Underwriting Agreement for Debt Securities (Autozone Inc), Underwriting Agreement for Debt Securities (Autozone Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 5 contracts
Samples: Purchase Agreement (Interstate Power & Light Co), Purchase Agreement (Interstate Power & Light Co), Purchase Agreement (Interstate Power & Light Co)
Title to Property. The Company and its subsidiaries have ----------------- good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Euronet Services Inc), Underwriting Agreement (First Citizens Bancshares Inc /De/), Purchase Agreement (At Home Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Altra Holdings, Inc.), Purchase Agreement (Altra Holdings, Inc.), Purchase Agreement (Altra Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property Property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (Caterpillar Inc), Underwriting Agreement (Caterpillar Inc), Underwriting Agreement (Caterpillar Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property properties owned by 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 Final Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Final Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Underwriting Agreement (Odyssey Re Holdings Corp), Underwriting Agreement (Odyssey Re Holdings Corp), Underwriting Agreement (Semco Energy Inc)
Title to Property. The Company and its subsidiaries have good ----------------- and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Cb Commercial Holdings Inc), Purchase Agreement (Buy Com Inc), Purchase Agreement (Maincontrol Inc /De)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Cox Communications Inc /De/), Purchase Agreement (Cox Communications Inc /De/), Purchase Agreement (Cox Communications Inc /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Samples: Purchase Agreement (Municipal Mortgage & Equity LLC), Underwriting Agreement (CBRL Group Inc), Underwriting Agreement (Aliant Communications Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiarieshave 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (Idex Corp /De/), Purchase Agreement (American Commercial Lines Inc.), Purchase Agreement (Interliant Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (Stancorp Financial Group Inc), Purchase Agreement (Stancorp Financial Group Inc), Purchase Agreement (Wabash National Corp /De)
Title to Property. The Company and its subsidiaries the Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries the 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 (a) are described in the Prospectus Registration Statement or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (NxStage Medical, Inc.), Underwriting Agreement (NxStage Medical, Inc.), Underwriting Agreement (NxStage Medical, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 and the Prospectus or (bB) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all Subsidiary. 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 Prospectus, Registration Statement and the Prospectus are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: At Market Issuance Sales Agreement (CNB Financial Corp/Pa), At Market Issuance Sales Agreement (CNB Financial Corp/Pa), At Market Issuance Sales Agreement (City Holding Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all do not own any real property owned by the Company and its subsidiaries and have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and 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 received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent any such failure to be in effect or such claim or adverse effect on the Company’s rights would not reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.), Underwriting Agreement (Inozyme Pharma, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or would not result in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesa Material Adverse Effect; 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 General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.), Underwriting Agreement (Talmer Bancorp, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by themowned, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (ai) are described in the Registration Statement and the Prospectus or (bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed if title were so encumbered, be reasonably expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and or its subsidiaries, considered as one enterprise, and under which the Company or any and each of its subsidiaries holds hold properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any of its subsidiaries have received notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Open Market Sale Agreement (Senseonics, Inc), Open Market Sale Agreement (Senseonics Holdings, Inc.), Sales Agreement (Senseonics Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned abovematerial 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 as described in the Prospectus, or affecting or questioning the rights of the Company or such any subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Arch Capital Group LTD), Purchase Agreement (Arch Capital Group LTD), Purchase Agreement (Arch Capital Group LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Distribution Agreement (JDN Realty Corp), Distribution Agreement (Doral Financial Corp), Distribution Agreement (Doral Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries any of them and good title to all other properties owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and 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 Prospectus, Prospectus are in full force and effect, ; and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, above or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for such claims which, if successfully asserted against the Company or any of its subsidiaries, would not singly or in the aggregate have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Performance Food Group Co), Purchase Agreement (Performance Food Group Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property properties owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Cox Communications Inc /De/), Underwriting Agreement (Semco Energy Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company properties and its subsidiaries and good title to all other properties assets owned by them, in each case, free and clear of all mortgages, pledges, liens, charges, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus Prospectuses or (b) do not, singly or are neither material in amount nor materially significant in relation to the aggregate, materially affect the value business of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of and its 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Idec Pharmaceuticals Corp / De), International Purchase Agreement (Idec Pharmaceuticals Corp / De)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property of their respective fee owned by the Company and its subsidiaries and good title to all other properties owned by themproperties, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances and defects, claims, restrictions or encumbrances of any kind except such as (a) are described stated in the Prospectus including the documents incorporated therein by reference or (b) do not, singly to the extent the failure to have such title or in the aggregate, materially affect the value existence of such property and do liens, encumbrances or defects would not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Trust, the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company Offerors or any of its the subsidiaries of the Company holds leasehold interests in any of the properties described in the Prospectus, are in full force and effect, and neither the Company Offerors nor any subsidiary of the Company's subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Offerors or any subsidiary of the Company's subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary corporation to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Sterling Bancshares Inc), Underwriting Agreement (Sterling Bancshares Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by 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 kind, except such (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and or proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Vectren Utility Holdings Inc), Underwriting Agreement (Vectren Utility Holdings Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and or proposed to be made of such property by the Company or any of its subsidiaries; 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 hold properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary has of its subsidiaries have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Supreme International Corp), Purchase Agreement (Perry Ellis International Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind Liens except such as (a) are described in the Prospectus or (b) do not, singly or and in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Odyssey Healthcare Inc), Purchase Agreement (Odyssey Healthcare Inc)
Title to Property. The Each of the Company and each of its subsidiaries have Subsidiaries has good and marketable title to all properties (real property and personal) owned by the Company and or its subsidiaries and good title to all other properties owned by them, in each caseSubsidiaries, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Metrocorp Bancshares Inc), Underwriting Agreement (Greater Atlantic Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Final Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Final Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Utstarcom Inc), Underwriting Agreement (Utstarcom Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property have a Material Adverse Effect and do not 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; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Wellpoint Health Networks Inc /De/), Purchase Agreement (Wellpoint Health Networks Inc /Ca/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Babyuniverse, Inc.), Purchase Agreement (Sicor Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do 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; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Philadelphia Consolidated Holding Corp), Purchase Agreement (Philadelphia Consolidated Holding Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed be reasonably expected to be made of such property by the Company or any of its subsidiariesresult 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Sykes Healthplan Services Inc), International Purchase Agreement (Sykes Healthplan Services Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 would not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiarieshave 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 General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Origin Bancorp, Inc.), Underwriting Agreement (TriState Capital Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable indefeasible title in fee simple to all real property owned by the Company and its subsidiaries and good and valid 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 Disclosure Package and the Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult 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 Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Weatherford International LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Cox Communications Inc /De/), International Purchase Agreement (Cox Communications Inc /De/)
Title to Property. The Company and its subsidiaries the Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries the 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 (a) are described in the Prospectus or (b) do would not, singly or in the aggregate, materially adversely affect the value of such property property, and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiary, considered taken as one enterprisea whole, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the ProspectusSEC Documents, are in full force and effect, and neither the Company nor any subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Neurogen Corp), Securities Purchase Agreement (Warburg Pincus Private Equity Viii L P)
Title to Property. The Company and its subsidiaries have has good and marketable title to all real property owned by the Company and its subsidiaries 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesCompany; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Wisconsin Power & Light Co), Underwriting Agreement (Wisconsin Power & Light Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or Offering Memorandum, (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries or (c) could not reasonably be expected to have 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Ck Witco Corp), Purchase Agreement (Ck Witco Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Atm Equity Offering Sales Agreement (Home Properties Inc), Atm Equity Offering Sales Agreement (Home Properties Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property properties and assets owned by the Company and its subsidiaries and good title to all other properties owned by each of them, in each case, free and clear of all mortgages, pledges, liens, charges, security interests, claims, encumbrances or restrictions or encumbrances of any kind kind, except such as (aA) are described disclosed in the Prospectus Offering Memorandum or (bB) do not, singly or are neither material in amount nor materially significant in relation to the aggregate, materially affect the value business of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of and its 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Annual Report, Purchase Agreement (Idec Pharmaceuticals Corp / De)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Offering Memorandum or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult 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 ProspectusOffering Memorandum or in the Incorporated Documents, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Affiliated Managers Group Inc), Purchase Agreement (Affiliated Managers Group Inc)
Title to Property. The Company and its subsidiaries have good and marketable indefeasible title in fee simple to all real property owned by the Company and its subsidiaries and good and valid 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 as
(a) are described in the Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Weatherford International LTD), Underwriting Agreement (Weatherford International LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.subleases
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries or any Subsidiary and good title to all other properties owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do could not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have ----------------- good and marketable title to all real property owned by 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 (A) as (a) are described otherwise stated in the Registration Statement and the Prospectus or (bB) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to of 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 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 Prospectus or (b) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (China Techfaith Wireless Communication Technology LTD)
Title to Property. The Company and each of its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries such 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 (a) are described in the Prospectus or (b) do would not, singly or in the aggregate, materially adversely affect the value of such property property, and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusSEC Documents, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Securities Purchase Agreement (Canadian Superior Energy Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary 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 the Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries the 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 (a) are described in the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: International Purchase Agreement (Alliance Fiber Optic Products Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any 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 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do aggregate would not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiarieshave 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries 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 (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary 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 any subsidiary its Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary its 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 the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any 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 properties and assets owned by the Company and its subsidiaries and good title to all other properties owned by each of them, in each case, free and clear of all mortgages, pledges, liens, charges, security interests, claims, encumbrances or restrictions or encumbrances of any kind kind, except such as (aA) are described disclosed in the Prospectus Offering Memorandum or (bB) do not, singly or are neither material in amount nor materially significant in relation to the aggregate, materially affect the value business of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of and its 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Purchase Agreement (Allergan Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.rights
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesproperty; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Purchase Agreement (Boston Private Financial Holdings Inc)
Title to Property. The Company and its subsidiaries the subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries the 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 (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the subsidi- -8- ary holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any the subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any the subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such the 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 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 Prospectus 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; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case, which would reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Paetec Corp)
Title to Property. The Company and its subsidiaries have good and marketable sufficient title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries the Subsidiary own no real property. The Company and the Subsidiary have good and marketable title to all real property personal properties owned by the Company and its subsidiaries and good title to all other properties owned by them, in each casethe Subsidiary, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: u.s. Purchase Agreement (Exact Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.Company
Appears in 1 contract
Samples: International Purchase Agreement (Scripps E W Co /De)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim as would not, singly or in the aggregate with any other such claims, have a Material Adverse Effect.
Appears in 1 contract
Samples: International Purchase Agreement (Vishay Intertechnology Inc)
Title to Property. Neither the Company nor its subsidiaries own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Prospectus or (bB) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to used in 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Purchase Agreement (Tropical Sportswear International Corp)
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 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 Prospectus SEC Reports or (bii) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 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 the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Subscription Agreement (Proteostasis Therapeutics, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, if adversely determined, would be reasonably likely to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable indefeasible title to all real property owned by 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 Prospectus Offering Memorandum or (b) do not, not singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the aggregate have a Material Adverse Effect. All leases and subleases material to the business businesses 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the title leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus Prospectuses or (b) do not, singly or in the aggregate, materially affect the value of such property in the aggregate and do not interfere with the use made and proposed to be made of such property in the aggregate by the Company or any of its subsidiaries; 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 ProspectusProspectuses, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, ; and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult 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 has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except, in each case, as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (bB) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries the Bank have good and marketable title to all real property owned by the Company and its subsidiaries the Bank and good title to all other tangible and intangible properties owned by them, in each case, ; all such properties are held free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus Registration Statement or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Bank; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Bank, considered as one enterprise, and under which the Company or any of its subsidiaries the Bank holds properties described in the ProspectusRegistration Statement, are in full force and effect, and neither the Company nor any subsidiary the Bank has received any notice of any material claim of any sort (a) that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Bank under any of the leases or subleases mentioned above, or affecting (b) that affects or questioning questions the rights of the Company or such subsidiary the Bank 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 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere materially with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries the Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries the Subsidiary 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 Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterpriseor the Subsidiary, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the 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 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 Prospectus Offering Memorandum or (b) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such 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 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 Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Purchase Agreement (Cyberonics Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Statements, 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 would not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiarieshave 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 General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (TriState Capital Holdings, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by 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 Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and 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 Prospectus, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where any of the foregoing circumstances would not result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Southtrust Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by 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 Prospectus Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract