Common use of Title to Property Clause in Contracts

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)

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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 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 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 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 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 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 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 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 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 (State National Bancshares, Inc.), Purchase Agreement (SNB 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 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 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 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: u.s. Purchase Agreement (Universal Compression Holdings Inc), Purchase Agreement (Universal Compression Holdings Inc), International Purchase Agreement (Universal Compression 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 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 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 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: International Purchase Agreement (Ctrip Com International LTD), International Purchase Agreement (Aether Systems LLC), u.s. Underwriting Agreement (Ctrip Com International LTD)

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: u.s. Purchase Agreement (Fox Entertainment Group Inc), International Purchase Agreement (Fox Entertainment 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 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 (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 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: Purchase Agreement (Pxre Group LTD), Underwriting Agreement (Pxre Group LTD)

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 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 (Sre Maryland 2 LLC), Purchase Agreement (Sonic Automotive Clearwater Inc)

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 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 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 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, 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 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 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 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 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. 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 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 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: International Purchase Agreement (Garmin LTD), u.s. Purchase Agreement (Garmin 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, 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 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: u.s. Underwriting Agreement (Bank United Corp), International 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 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 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 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 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: International Purchase Agreement (Azurix Corp), u.s. 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 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 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 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: International Purchase Agreement (Packaged Ice Inc), u.s. Purchase Agreement (Packaged Ice 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 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 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 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 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 Iv), Purchase Agreement (Merrill Lynch Preferred Capital Trust Ii)

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 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 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: International Purchase Agreement (Mettler Toledo International Inc/), u.s. 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 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 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 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 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 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)

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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 (Nu Skin Asia Pacific Inc), u.s. Purchase Agreement (Wabash National Corp /De)

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 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 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 1 contract

Samples: Underwriting Agreement (Pulmonx 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 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 (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 1 contract

Samples: Underwriting Agreement (Clarus Corp)

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 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 or any kind except such as (aA) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of the Subsidiaries; and all Subsidiary. 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 Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases; and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Professional Holding Corp.)

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 enterprisein the aggregate, 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 subleasesublease that if successful would materially affect the value of such property or would interfere with the use made and proposed to be made of such property by the Company or any of its Subsidiaries.

Appears in 1 contract

Samples: Purchase Agreement (Harleysville Group Inc)

Title to Property. The Company and the its Subsidiaries have good and marketable indefeasible title in fee simple to all real property owned by the Company and or any such Subsidiary of the Subsidiaries Company, as the case may be, 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 not, singly or in the aggregate, materially affect the value of such property and do would not materially interfere with the use made and proposed to be made of such property by the Company or any Subsidiary of the Subsidiaries; and Company. Except as would not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect, all of the real property leases and subleases material pursuant 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 occupies real property or otherwise has or exercises rights with respect to such real property described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any Subsidiary of the Company 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 the Company under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary of the Company to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Independent Bank 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 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) such as are described in the General Disclosure Package and the Final Prospectus or (b) do where any encumbrances 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 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 General Disclosure Package and the Final Prospectus, are in full force and effect, and neither the Company nor any Subsidiary subsidiary has any written, or to the Company’s knowledge, oral 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 to be in effect or claim would not, singly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (First Financial Bancorp /Oh/)

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 Offering Memorandum 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 ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Placement Agreement (Avenue Financial 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 where the failure to have good and marketable title 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 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 Registration Statement, the General Disclosure Package or the Prospectus, are in full force and effect, except as would not 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 subleasesublease except as would not result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Hanson Building Products 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 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

Samples: u.s. Purchase Agreement (Advanstar 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 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 each of its 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 its 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 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 Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Vericel 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, 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: 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 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 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 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

Samples: International Purchase Agreement (Advanstar 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)

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

Samples: Equity Distribution Agreement (TCP Capital Corp.)

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 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 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 Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (A-Max Technology 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 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

Samples: Underwriting Agreement (Semco Energy 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 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, except to the extent that any such failure to be in full force and effect would not, singly or in the aggregate, result in a Material Adverse Effect, and neither the Company nor any 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 (American Public Education Inc)

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 Except where the failure thereof would result in a Material Adverse Effect, 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 Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: At the Market Equity Offering Sales Agreement (Neuralstem, 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, except for such claims as would not, singly or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Camelot Music 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 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 Subsidiariesits subsidiaries, considered as one enterprise, and under which the Company or any of the Subsidiaries Subsidiary holds properties described in the ProspectusProspectuses, are in full force and effect, and neither the Company nor any Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: u.s. Purchase Agreement (Federated Investors Inc /Pa/)

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 Subsidiaries; and all its subsidiaries. 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 1 contract

Samples: Sales Agreement (Akouos, 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 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 under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (American Equity Investment Life Holding Co)

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 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 1 contract

Samples: Purchase Agreement (First State Bancorporation)

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 Subsidiaries; and all its subsidiaries. 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 such Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Sales Agreement (MedAvail Holdings, Inc.)

Title to Property. The Company and the Subsidiaries its subsidiaries own no real property, and 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 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, except for such claims as could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Poland Communications 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 (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

Samples: u.s. Purchase Agreement (Select Medical Corp)

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 Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except in any such case as could not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Applied Power 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 Subsidiaries; and all its subsidiaries. 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 above, or affecting or questioning the rights of the Company or such Subsidiary subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: International Purchase Agreement (Opentv Corp)

Title to Property. The Company and Company, Delta Topco, Sirius XM and, to the Subsidiaries knowledge of the Company, the Company’s other 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 material properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (aA) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (bB) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of 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, or to the business of the Formula One Group and under which the Company or any of the Subsidiaries its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither none of the Company nor any Subsidiary Company, Delta Topco, Sirius XM or, to the knowledge of the Company, the Company’s other 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 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 (Liberty Media Corp)

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 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 or interfere with the use made and or proposed to be made of such property by the Company or any of the Subsidiaries; its subsidiaries in a manner that would reasonably be expected to result in a Material Adverse Effect, and all of the leases and subleases material to the business of the Company and 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 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

Samples: u.s. Purchase Agreement (Iasis Healthcare Corp)

Title to Property. The Company and the Subsidiaries its subsidiaries and variable interest 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 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 Subsidiariesits subsidiaries or variable interest entities; and all of the leases and subleases material to the business of the Company and the Subsidiariesits subsidiaries and variable interest entities, considered as one enterprise, and under which the Company or any of the Subsidiaries its subsidiaries or variable interest entities holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary of its subsidiaries or variable interest entities 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 variable interest entities 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 or variable interest entities to the continued possession of the leased or subleased premises under any such lease or sublease.

Appears in 1 contract

Samples: Underwriting Agreement (Bona Film Group LTD)

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