Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Registration Statement 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusRegistration Statement, 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, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Nomura Holdings Inc), Underwriting Agreement (Nomura Holdings Inc), Underwriting Agreement (Nomura Holdings Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesif title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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 subleasesublease except to the extent that any impingement of the Company’s rights thereto would not result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement, Underwriting Agreement (E2open Inc), Underwriting Agreement (E2open Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or 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 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: Sales Agreement (MeiraGTx Holdings PLC), Sales Agreement (MeiraGTx Holdings PLC), Open Market Sale Agreement (Galera Therapeutics, Inc.)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 3 contracts
Samples: u.s. Underwriting Agreement (Ctrip Com International LTD), International Purchase Agreement (Ctrip Com International LTD), International Purchase Agreement (Aether Systems LLC)
Title to Property. The Company and the Subsidiaries its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other personal properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesif title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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 subleasesublease except to the extent that any impingement of the Company’s rights thereto would not result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do are not materially interfere with significant in relation to the use made and proposed to be made business of such property by the Company or any of and the Subsidiaries, considered as one enterprise; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary of the 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 the 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 3 contracts
Samples: Purchase Agreement (Bedford Property Investors Inc/Md), Purchase Agreement (Bedford Property Investors Inc/Md), Purchase Agreement (Bedford Property Investors Inc/Md)
Title to Property. The Each of the Company and the Subsidiaries have good and marketable title to all real property owned by the Company and or the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (SNB Bancshares Inc), Purchase Agreement (State National Bancshares, Inc.), Purchase Agreement (Eurobancshares Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Registration Statement 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusRegistration Statement, 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, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Nomura Holdings Inc), Underwriting Agreement (Nomura Holdings Inc), Underwriting Agreement (Nomura Holdings Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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, in each case, where an adverse outcome would result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties owned by themthem that are material to the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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 (J.Jill, Inc.), Underwriting Agreement (Torrid Holdings Inc.), Underwriting Agreement (J.Jill, Inc.)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Us Airways Group Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement 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, which adverse claim, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 3 contracts
Samples: At the Market Issuance Sales Agreement (CapLease, Inc.), Controlled Equity Offering Sales Agreement (CapLease, Inc.), Sales Agreement (CapLease, Inc.)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 Prospectus, 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any 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 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 property covered by any such lease or sublease.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Endologix Inc /De/), Purchase Agreement (Endologix Inc /De/), At the Market Equity Offering Sales Agreement (Endologix Inc /De/)
Title to Property. The Company and the Subsidiaries have good and marketable title to all its subsidiaries do not own any real property owned by the property. The Company and the Subsidiaries and its subsidiaries 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 would not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed if title were so encumbered, reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 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 (Tubemogul Inc), Underwriting Agreement (Nexvet Biopharma PLC), Underwriting Agreement (Tubemogul Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by themthem that are material to the Company's business, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 3 contracts
Samples: International Purchase Agreement (Universal Compression Holdings Inc), u.s. Purchase Agreement (Universal Compression Holdings Inc), Purchase Agreement (Universal Compression Holdings Inc)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 (ax) are described in the Prospectus or (by) 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc)
Title to Property. The Each of the Company and the Subsidiaries have its subsidiaries has good and marketable title to all real property owned by the Company and the Subsidiaries it and good title to all other properties owned by themit that are material to the Company and its subsidiaries, taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, and and, except as described in the Prospectus or as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, neither the Company nor any Subsidiary 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 its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Idenix Pharmaceuticals Inc), Purchase Agreement (Idenix Pharmaceuticals Inc)
Title to Property. The Company and the its Subsidiaries have ----------------- good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (CDW Holding Corp), u.s. Purchase Agreement (Knoll Inc)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all . All of the leases and subleases material to the business of the Company and or any of the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary of the 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 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 (Packaged Ice Inc), International Purchase Agreement (Packaged Ice Inc)
Title to Property. The Company and the its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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: International Purchase Agreement (Knoll Inc), u.s. Purchase Agreement (Ipg Photonics Corp)
Title to Property. The Company and each of the Subsidiaries have 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 the Subsidiaries and good title to all other properties owned by themtaken as a whole, 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 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 those that do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.
Appears in 2 contracts
Samples: Underwriting Agreement (Aveo Pharmaceuticals, Inc.), Underwriting Agreement (Aveo Pharmaceuticals, Inc.)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the 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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (Direct General Corp), Underwriting Agreement (Direct General Corp)
Title to Property. The Company and the Subsidiaries MIE have good and marketable title to all real property owned by the Company and the Subsidiaries MIE 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 individually or in the aggregate, materially affect the value of such property and do not materially or interfere with the use made and proposed to be made of such property by the Company or any of the SubsidiariesMIE; and all of the leases and subleases material to the business of the Company and the SubsidiariesMIE, considered as one enterprise, and under which the Company or any of the Subsidiaries MIE holds properties described in the General disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary MIE 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 MIE under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary MIE to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (MIE Holdings Corp), Underwriting Agreement (MIE Holdings Corp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 as otherwise stated in the Registration Statement and the Prospectus or (b) do notfor any of the foregoing, which, either singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiaries, its subsidiaries considered as one enterprise, and under which the Company or any of the Subsidiaries 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 subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim, which, either singly or in the aggregate, would not result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Solectron Corp), Purchase Agreement (Solectron Corp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liensLiens, 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, 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or 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 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: Dealer Manager Agreement (Seaport Entertainment Group Inc.), Dealer Manager Agreement (Seaport Entertainment Group Inc.)
Title to Property. The Company MUFG and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company MUFG and the Subsidiaries 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 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company MUFG and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company MUFG or any of the Subsidiaries its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company MUFG 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 MUFG or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company MUFG or such Subsidiary subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement, u.s. Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 2 contracts
Samples: Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Alliant Energy Corp)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real and personal property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Prospectus Disclosure Materials 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 the its Subsidiaries; and all of the leases and subleases material relating to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusDisclosure Materials, 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, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries own any real property.
Appears in 2 contracts
Samples: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Strongbridge Biopharma PLC)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all do not own any real property owned by the Company and the 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 (a) are described in the General Disclosure Package and the Pre-Pricing 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the General Disclosure Package and the Pre-Pricing 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 (Cobiz Inc), Underwriting Agreement (Cobiz Financial Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (aA) are described in the Registration Statement and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and property, 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 do not, singly or in the Subsidiariesaggregate have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Prospectus, are in full force and effect, except where the failure of such leases or subleases to be in full force and effect would not have a Material Adverse 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 2 contracts
Samples: Purchase Agreement (Merrill Lynch Preferred Capital Trust Ii), Purchase Agreement (Merrill Lynch Preferred Capital Trust Iv)
Title to Property. The Company and the Broker-Dealer Subsidiaries have good and marketable title to all real property of their respective fee owned by the Company and the Subsidiaries and good title to all other properties owned by themproperties, in each case, case free and clear of all security interests, liens, mortgages, pledges, liensencumbrances, restrictions, claims and defects, except as stated in the Prospectus, including the documents incorporated therein by reference, or to the extent the failure to have such title or the existence of such security interests, claimsliens, restrictions mortgages, pledges, encumbrances, restrictions, claims 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 defects would not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Trust, the Company and the Subsidiaries, Broker-Dealer Subsidiaries considered as one enterprise, and under which the Company Offerors or any of the Broker-Dealer Subsidiaries of the Company holds leasehold interests in any of the properties described in the Prospectusthat are material to their business, are valid, existing and in full force and effect, and neither the Company Offerors nor any Subsidiary of the Company's Broker-Dealer 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 Broker-Dealer 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 (Stifel Financial Corp), Underwriting Agreement (Stifel Financial Corp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries that is material to the Subsidiaries business of the Company and its subsidiaries considered as one enterprise and good title to all other properties owned by themthem that are material to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) for certain insurance trusts and properties subject to letters of credit, in each case entered into in the ordinary course of business of the Company and its subsidiaries, (b) such as are described in the Prospectus or (bc) such as 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 2 contracts
Samples: Underwriting Agreement (Pxre Group LTD), Purchase Agreement (Pxre Group LTD)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 Registration Statement, the General Disclosure Package and the Prospectus, (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 or (C) would not, singly or in the Subsidiaries; and aggregate, result in a Material Adverse Effect. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (i) all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and (ii) 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 its rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, above or affecting or questioning the its 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 (Hexcel Corp /De/), Underwriting Agreement (Hexcel Corp /De/)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real real, tangible and intangible property reflected in the most recent balance sheet included in the Prospectus as owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties reflected in the most recent balance sheet included in the Prospectus as 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; or, with respect to any such real property, render title unmarketable as to a material part thereof and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 2 contracts
Samples: International Underwriting Agreement (Bank United Corp), u.s. Underwriting Agreement (Bank United Corp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 as set forth in the Credit Agreement or the Other Secured Agreements, (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 the Subsidiariesits subsidiaries or (c) would not have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, 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 subleasesublease except for such claims as would not singly or in the aggregate result in a Material Adverse Effect.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Mettler Toledo International Inc/), International Purchase Agreement (Mettler Toledo International Inc/)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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, except to the extent that where 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 2 contracts
Samples: Sales Agreement (Poseida Therapeutics, Inc.), Sales Agreement (Poseida Therapeutics, Inc.)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (Wabash National Corp /De), u.s. Purchase Agreement (Nu Skin Asia Pacific Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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 subleasesublease except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. The Company does not own any real property.
Appears in 2 contracts
Samples: Underwriting Agreement (Macrogenics Inc), Underwriting Agreement (Macrogenics Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 subsidiary thereof 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 2 contracts
Samples: Underwriting Agreement (Selective Insurance Group Inc), Underwriting Agreement (Selective Insurance Group Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or 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 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 to the extent that any such failure to be in full force and effect or any such claim could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (RAPT Therapeutics, Inc.), Sales Agreement (RAPT Therapeutics, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all its subsidiaries. All of the leases and subleases material to the business of the Company and the Subsidiaries, its subsidiaries considered as one enterprise, and under which the Company or any of the Subsidiaries subsidiary 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 subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Criimi Mae Inc), Underwriting Agreement (Criimi Mae Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 (Pepco Holdings Inc), Purchase Agreement (Pepco Holdings Inc)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds properties described in the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any Subsidiary of the 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 the Subsidiaries 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: Purchase Agreement (Sonic Automotive Clearwater Inc), Purchase Agreement (Sre Maryland 2 LLC)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; its subsidiaries and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 2 contracts
Samples: Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp)
Title to Property. The Company Company, its Subsidiaries and the Subsidiaries its Material Holdings have good and marketable title to all real property owned by the Company Company, its Subsidiaries and the Subsidiaries its Material Holdings 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits Subsidiaries or Material Holdings; and all of the leases and subleases material to the business of the Company Company, its Subsidiaries and the Subsidiariesits Material Holdings, considered as one enterprise, and under which the Company or any of the its Subsidiaries or Material Holdings holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary subsidiary nor any Material Holding 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 or Material Holdings under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary subsidiary or Material Holding to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: International Purchase Agreement (Internet Capital Group Inc), u.s. Purchase Agreement (Internet Capital Group Inc)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 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 (Merchants Bancorp), Underwriting Agreement (Merchants Bancorp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property material to the business of the Company and its subsidiaries, considered as one enterprise, and owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, 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, except such as, singly or in the aggregate, would not have or result in a Material Adverse Effect.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Azurix Corp), International Purchase Agreement (Azurix Corp)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (FBL Financial Group Inc), Underwriting Agreement (American Equity Investment Life Holding Co)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company, 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 2 contracts
Samples: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Title to Property. The Each of the Company and the Subsidiaries have its subsidiaries has good and marketable title in fee simple to all of its real property and personal properties, reflected as owned by in the Company and consolidated financial statements or as described in the Subsidiaries and good title to all other properties owned by themProspectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (a1) are described reflected in the Prospectus or such consolidated financial statements, (b2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of such subsidiary, or (3) which would not, individually or in the Subsidiaries; and all aggregate, have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 2 contracts
Samples: Underwriting Agreement (Amerant Bancorp Inc.), Underwriting Agreement (Renasant Corp)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Offering Memorandum or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 such the Company or such Subsidiary 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 (Golden Sky Systems Inc), Purchase Agreement (Golden Sky DBS Inc)
Title to Property. The Except as otherwise disclosed in the Prospectuses, the Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, 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 2 contracts
Samples: u.s. Purchase Agreement (Garmin LTD), International Purchase Agreement (Garmin LTD)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all material real property owned by the Company and the Subsidiaries them and good title to all other properties owned by them, which is, singly or in the aggregate, material to the business of the Company, 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 General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially no interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries holds its subsidiaries leases properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary such subsidiary has any received 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 above that would be material to the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleaseand its subsidiaries as one enterprise if adversely determined.
Appears in 2 contracts
Samples: Underwriting Agreement (Greenbrier Companies Inc), Purchase Agreement (Greenbrier Companies Inc)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 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 materially interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of the Subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, except for such failures to be in full force and effect as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to 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.
Appears in 2 contracts
Samples: Purchase Agreement (TreeHouse Foods, Inc.), Purchase Agreement (TreeHouse Foods, Inc.)
Title to Property. The Company and Except as described in the Subsidiaries have good and marketable title Registration Statement or the Prospectus or where the failure thereof would not reasonably be expected to all real property owned by result in a Material Adverse Effect, the Company and the Subsidiaries and Subsidiary have good title to all other properties personal property 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 the SubsidiariesSubsidiary; and all of the leases and subleases material to the business of the Company and the SubsidiariesSubsidiary, considered as one enterprise, and under which the Company or any of the Subsidiaries Subsidiary 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. The Company does not own any real property.
Appears in 2 contracts
Samples: Underwriting Agreement (Discovery Laboratories Inc /De/), Underwriting Agreement (Discovery Laboratories Inc /De/)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 Prospectus, or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and or proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (Wesley Jessen Visioncare Inc), Underwriting Agreement (Wesley Jessen Visioncare Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by them, in each case that is material to the business of the Company and its subsidiaries considered as one enterprise, 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 Registration Statement, the Time of Sale Information and the Prospectuses or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusRegistration Statement, the Time of Sale Information and the Prospectuses, are in full force and effect, except where a failure of such a lease or sublease to be in full force and effect would not have a Material Adverse 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, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Gerdau Ameristeel Corp), Underwriting Agreement (Gerdau Ameristeel Corp)
Title to Property. The Company and the Subsidiaries Partnership Entities have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties property 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 Time of Sale Prospectus and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the SubsidiariesPartnership Entities; and all of the leases and subleases material to the business of the Company and the SubsidiariesPartnership Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries Partnership Entities holds properties described in the Registration Statement, the Time of Sale Prospectus or the Prospectus, are in full force and effect, and neither none of the Company nor any Subsidiary Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any of the Company or any Subsidiary Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Samples: Underwriting Agreement (Sunoco LP), Underwriting Agreement (Susser Petroleum Partners LP)
Title to Property. The Company and the its Subsidiaries have good ----------------- and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 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: International Purchase Agreement (Fox Entertainment Group Inc), u.s. Purchase Agreement (Fox Entertainment Group Inc)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries them and good and marketable title to all other properties owned by themthe Company and the Subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in 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 the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 (James River Group, INC), Underwriting Agreement (James River Group, INC)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or 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 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 such claims as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)
Title to Property. Except as described in the Prospectus, neither the Company nor any of its Subsidiaries owns any interest in real property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 the its Subsidiaries; and all of the leases leases, subleases and subleases charterparties material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 leased, subleased or subleased premises chartered property under any such lease lease, sublease or subleasecharterparty.
Appears in 1 contract
Samples: Sales Agreement (DryShips Inc.)
Title to Property. The Company and the Subsidiaries each of its subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material relating to the business of the Company and the Subsidiaries, considered as one enterpriseeach of its subsidiaries, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or 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 subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Open Market Sale Agreement (Strongbridge Biopharma PLC)
Title to Property. The Company and the Subsidiaries its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by themmaterial to the business of the Company and its subsidiaries considered as one enterprise, 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 Each of the Company and its subsidiaries has (i) generally satisfactory title to its oil and gas properties, title investigations having been carried out by the Subsidiaries have Company in accordance with the practice in the oil and gas industry in the areas in which the Company operates, (ii) good and marketable title to all other real property owned by it to the Company extent necessary to carry on its business, and the Subsidiaries (iii) good and good marketable title to all other properties personal property owned by themit, in each case, case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind and defects except such as (a) are described or incorporated by reference in the Prospectus Offering Memorandum or (b) such as do not, singly or in the aggregate, not materially affect the value of such property the properties of the Company and its subsidiaries, considered as one enterprise, and do not materially interfere with the use made and proposed to be made of such property properties, by the Company or any of the Subsidiariesand its subsidiaries, considered as one enterprise; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such Subsidiary 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of the Subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, with such exceptions as, singly or in the aggregate, would not reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Subsidiary 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 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
Samples: Underwriting Agreement (Air Transport Services Group, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed if title were so encumbered, reasonably be expected to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary 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 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 the Subsidiaries its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 referred to 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, which, singly or in the aggregate, might reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: International Purchase Agreement (Us Foodservice/Md/)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and, to the Subsidiaries and best knowledge of the Company, 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusOffering Memorandum, 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 subleasesublease which, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 Pricing Disclosure Package and the Prospectus or (bA) do would 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 the Subsidiaries; have a Material Adverse Effect, and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusRegistration Statement, the Pricing Disclosure Package and the Prospectus are in full force and effect, except as would not, individually or in the aggregate, have a Material Adverse 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, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (TriState Capital Holdings, Inc.)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither 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 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 Registration Statement or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially or interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries in a manner that would have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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
Samples: Purchase Agreement (Provantage Health Services Inc)
Title to Property. The Company and the Subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary any of the 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement or the Prospectus, are in full force and effect, and neither none of 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 leases or subleases mentioned above, or affecting or questioning the rights of the Company or any 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease that, if the subject of an unfavorable decision or finding, would result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to 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.
Appears in 1 contract
Title to Property. The Company Company, LLC and the Subsidiaries subsidiaries have good and marketable title to all real property owned by the Company Company, LLC and the 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 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 Company, LLC or any of the Subsidiariessubsidiaries; and all of the leases and subleases material to the business of the Company Company, LLC and the Subsidiariessubsidiaries, considered as one enterprise, and under which the Company Company, LLC or any of the Subsidiaries subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company Company, LLC 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 Company, LLC or any Subsidiary subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Company, LLC or such Subsidiary 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 1 contract
Samples: Purchase Agreement (Valor Communications Group Inc)
Title to Property. The Company and the Subsidiaries its Controlled Entities have good and marketable title to all real property owned by the Company and the Subsidiaries its Controlled Entities 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits Controlled Entities; and all of the leases and subleases material to the business of the Company and the Subsidiariesits Controlled Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries its Controlled Entities holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary Controlled Entity 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 Controlled Entity under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary Controlled Entity to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (ChinaCache International Holdings Ltd.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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
Samples: Purchase Agreement (GameFly Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, 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 the its Subsidiaries have good and marketable title to all real property owned by the Company and the its Subsidiaries and good title to all other properties owned by themmaterial to the business of the Company and its Subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a1) are described in the Prospectus or (b2) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its 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 and use of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 Pricing 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; have a Material Adverse Effect, and all of the leases and subleases material to the business of the Company and the Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the ProspectusRegistration Statement, the Pricing Disclosure Package and the Prospectus are in full force and effect, except as would not, individually or in the aggregate, have a Material Adverse 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, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (TriState Capital Holdings, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and ------------------ marketable title to all real property owned by the Company and the 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 in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property and do not materially or interfere with the use made and or proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, are in full force and effect, and neither 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 subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to be in full force and effect or such claim would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and the Subsidiaries its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusProspectuses, 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 the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the 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 General Disclosure Package and the Final Offering Memorandum 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 the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the ProspectusGeneral Disclosure Package and the Final Offering Memorandum, are in full force and effect, except as would not reasonably be expected to result in a Material Adverse 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 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 as would not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Kbr, Inc.)
Title to Property. The Company and the Subsidiaries Partnership Entities have good and marketable title to all real property owned by the Company and the Subsidiaries them and good title to all other properties property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the SubsidiariesPartnership Entities; and all of the leases and subleases material to the business of the Company and the SubsidiariesPartnership Entities, considered as one enterprise, and under which the Company or any of the Subsidiaries Partnership Entities holds properties described in the Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, and neither none of the Company nor any Subsidiary Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any of the Company or any Subsidiary Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (Susser Petroleum Partners LP)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property and personal property and other assets (as reflected as being owned by the Company and Company, or any of its subsidiaries, in the Subsidiaries financial statements) owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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 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
Samples: Underwriting Agreement (Finch Therapeutics Group, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 (A) as otherwise stated in the Registration Statement and the Prospectus, (B) in the case of personal property located at certain Hotels, such as (a) are described subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the Prospectus ordinary course of business or (bC) those which 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. Except as otherwise stated in the Subsidiaries; Registration Statement and the Prospectus, all of the leases and subleases material to the business of the Company and the Subsidiaries, its subsidiaries considered as one enterprise, and under which the Company or any of the Subsidiaries 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 subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Samples: Underwriting Agreement (Hospitality Properties Trust)
Title to Property. The Company and the 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 the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to 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 the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 securing the Credit Agreement 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 the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the 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 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
Samples: Purchase Agreement (Best Built Inc)
Title to Property. The Company and the its Subsidiaries have good and marketable title to all real property owned by the Company and the 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 individually or in the aggregate, materially and adversely affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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, in each case, except as would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company Corporation and the its Subsidiaries have good and marketable title in fee simple to all real property owned by the Company Corporation and the 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 first mortgages on the Prospectus or particular real properties and (b) such as 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 Corporation or any of the its Subsidiaries; and all of the leases and subleases material to the business of the Company Corporation and the its Subsidiaries, considered as one enterprise, and under which the Company Corporation or any of the its Subsidiaries holds properties described in the ProspectusSEC Reports, are in full force and effect, and neither the Company Corporation nor any Subsidiary thereof has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Corporation or any Subsidiary thereof under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Corporation 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 (Landmark Apartment Trust of America, Inc.)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially or interfere with the use made and proposed to be made of such the real property by of the Company or any of the Subsidiariesand its subsidiaries; considered as one enterprise; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease. The Trust does not own, lease or sublease any properties and after giving effect to the transactions contemplated herein and in the Registration Statement the Trust will not lease or sublease any properties and the only property owned by the Trust will be the Subordinated Debentures.
Appears in 1 contract
Samples: Purchase Agreement (Arvin Capital I)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries 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 materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 Subsidiary any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Aflac Inc)
Title to Property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries that is material to the Subsidiaries business of the Company and its subsidiaries considered as one enterprise and good title to all other properties owned by themthem that are material to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) for certain insurance trusts and properties subject to letters of credit, in each case entered into in the ordinary course of business of the Company and its subsidiaries, (b) such as are described in the Prospectus or (bc) such as 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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.. Back to Contents
Appears in 1 contract
Title to Property. The Company and the Subsidiaries have each Subsidiary has good and marketable title to all real property owned by the Company and the 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 Registration Statement, General Disclosure Package and Prospectus or (b) do would not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and the its Subsidiaries, considered as one enterprise, and under which the Company or any of the its Subsidiaries holds or will, as of the Closing Time, hold 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 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 in any material respect.
Appears in 1 contract
Title to Property. The Company and the Subsidiaries its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and the Subsidiaries its subsidiaries and good title to all other properties owned by them necessary to carry on the business now operated by them, in each case, 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 the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries its 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 of its subsidiaries 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 subleasesublease except such claims as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Careinsite Inc)
Title to Property. Neither the Company nor any of its subsidiaries own any real property. The Company and the Subsidiaries its subsidiaries have good and marketable title to all real property owned by the Company and the Subsidiaries and good title to all other material properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (a) are described in the General Disclosure Package and the Prospectus or (b) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiariesits subsidiaries; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries 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 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
Samples: Purchase Agreement (Darwin Professional Underwriters Inc)