Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or 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 19 contracts
Samples: Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the General Disclosure Package and the Prospectus or (B) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any 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 of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such subsidiary of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of such would not have leases or subleases to be in full force and effect and any such claim, if the subject of an unfavorable decision, ruling or finding, could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 13 contracts
Samples: Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc), Underwriting Agreement (McCormick & Co Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or Prospectus, (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries or (c) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 10 contracts
Samples: Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc)
Title to Property. None of the Company or its subsidiaries owns any real property. The Company and its subsidiaries have has good and marketable title to all real personal property owned by the Company and its subsidiaries it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions encumbrances or encumbrances defects of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.), Underwriting Agreement (Houlihan Lokey, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned aboveunder which the Company or any of its subsidiaries holds properties as described in the Registration Statement, the General Disclosure Package and the Prospectus, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would, except where such would not have singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 7 contracts
Samples: Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.), Purchase Agreement (Arch Capital Group Ltd.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.), Underwriting Agreement (Verisk Analytics, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (BlackRock TCP Capital Corp.), Underwriting Agreement (BlackRock TCP Capital Corp.), Underwriting Agreement (BlackRock TCP Capital Corp.)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real personal property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc), Underwriting Agreement (Intercept Pharmaceuticals Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the Registration Statement, the General Disclosure Package and the Prospectus or (B) those which do not, singly or in the aggregate, materially affect the value of such property the properties owned by the Company and its Subsidiaries considered as one enterprise and do not interfere in any material respect with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all properties. All of the leases and subleases material to the business of the Company and its subsidiaries, Subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectusproperties, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such Subsidiary 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 6 contracts
Samples: Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Public Service Enterprise Group Inc), Underwriting Agreement (Pseg Power LLC)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package 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 its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 6 contracts
Samples: Open Market Sale Agreement (HOOKIPA Pharma Inc.), Sales Agreement (HOOKIPA Pharma Inc.), Sales Agreement (Homology Medicines, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use primary uses made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effecteffect as of the dates set forth therein, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, except where such singly or in the aggregate, if the subject of an unfavorable decision, ruling or finding, would not have result in a Material Adverse Effect.
Appears in 6 contracts
Samples: Purchase Agreement (CSK Auto Corp), Purchase Agreement (CSK Auto Corp), Purchase Agreement (CSK Auto Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Berkshire Hills Bancorp Inc), Underwriting Agreement (First Niagara Financial Group Inc), Underwriting Agreement (Boston Private Financial Holdings Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by themthem that is material to the business of the Company and its subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries under any of the leases or subleases mentioned above, above or affecting or questioning the its rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 5 contracts
Samples: At the Market Offering Agreement (Protalix BioTherapeutics, Inc.), Atm Equity Offering Sales Agreement (Express, Inc.), Underwriting Agreement (Protalix BioTherapeutics, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do would not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package Registration Statement and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases such lease or subleases mentioned above, sublease or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, except where in any such case, would not have a Material Adverse Effect.
Appears in 4 contracts
Samples: Securities Purchase Agreement (Banc of California, Inc.), Securities Purchase Agreement (Banc of California, Inc.), Securities Purchase Agreement (Banc of California, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by 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 Registration Statement and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package Registration Statement and the Prospectus, are in full force and effect, except where the failure of such lease or sublease 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 of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof 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 4 contracts
Samples: Purchase Agreement (Mylan Inc.), Purchase Agreement (Mylan Inc.), Purchase Agreement (Mylan Laboratories Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by 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 General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 4 contracts
Samples: At the Market Equity Offering Sales Agreement (ONESPAWORLD HOLDINGS LTD), At the Market Equity Offering Sales Agreement (Inovio Pharmaceuticals, Inc.), At the Market Equity Offering Sales Agreement (Inovio Pharmaceuticals, Inc.)
Title to Property. The Each of the Company and its subsidiaries have has good and marketable title to all of their respective real property properties owned by the Company and its subsidiaries them and good title to all other their respective personal properties owned by them, in each case, case free and clear of all mortgagesLiens, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such (i) as (A) are described disclosed in the General Disclosure Package and the Prospectus SEC Reports or (Bii) do not, singly or in the aggregate, materially affect the value of such property as does not have a Material Adverse Effect and do does not interfere in any material respect with the use made and proposed to be made of such property by the Company or any of and its subsidiariessubsidiaries considered as a whole; and all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectusproperties, are in full force and effect, effect and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except where such claims would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Coeur D Alene Mines Corp), Purchase Agreement (Coeur D Alene Mines Corp), Purchase Agreement (Coeur D Alene Mines Corp)
Title to Property. The Except in each case as would not result in a Material Adverse Effect, the Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof 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 3 contracts
Samples: Underwriting Agreement (Kla Corp), Underwriting Agreement (Kla Tencor Corp), Underwriting Agreement (Kla Tencor Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or Prospectus, (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries or (c) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc), Purchase Agreement (Puget Sound Energy Inc)
Title to Property. The Each of the Trust, the Company and its subsidiaries have has good and marketable title to all of their respective real property owned by the Company and its subsidiaries and good title to all other properties owned by thempersonal properties, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances and defects, claimsexcept as stated in the Prospectus, 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, not materially affect the value of such property and do not interfere with properties in the use made and proposed aggregate to be made of such property by the Trust, or to the Company or any of and its subsidiariessubsidiaries considered as one enterprise; and all of the leases and subleases material to the business of the Trust, and to the Company and its subsidiaries, considered as one enterprise, and under which either of the Company Offerors or any of its such subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, effect and neither the Company Offerors nor any of its such subsidiaries has have 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 of its such subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have which individually or in the aggregate might result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Independent Capital Trust Iii), Underwriting Agreement (Independent Bank Corp), Underwriting Agreement (Independent Capital Trust Ii)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property properties and assets described in the Prospectus as owned by the Company and its subsidiaries and good title to all other properties owned by them, in each casesubsidiaries, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (B) those which do not, singly or in the aggregate, materially affect the value of such property or asset and do not interfere with the use made and proposed to be made of such property or asset by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties or assets described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 3 contracts
Samples: Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc), Distribution Agreement (Homeside Lending Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus Prospectus, or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or 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 3 contracts
Samples: Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co), Underwriting Agreement (Interstate Power & Light Co)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the 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 of its subsidiaries 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 of its subsidiaries subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (TreeHouse Foods, Inc.), Underwriting Agreement (TreeHouse Foods, Inc.), Underwriting Agreement (TreeHouse Foods, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or or, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where to the extent that any such would failure to be in full force and effect or any such claim could not have reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (RAPT Therapeutics, Inc.), Underwriting Agreement (RAPT Therapeutics, Inc.), Underwriting Agreement (RAPT Therapeutics, Inc.)
Title to Property. The Company Each Subsidiary and its respective subsidiaries have good and marketable title to all real property owned by the Company such Subsidiary and its respective 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 Security Interest 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 interfere with the use made and proposed to be made of such property by the Company or any of each Subsidiary and its respective subsidiaries; and all of the leases and subleases material to the business of each Subsidiary or any of its respective subsidiaries, as the Company and its subsidiariescase may be, considered as one enterprise, and under which the Company each Subsidiary or any of its respective subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company no Subsidiary nor any of its respective subsidiaries has have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company each Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company such Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, 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 (Macquarie Infrastructure Management (USA) INC), Purchase Agreement (Macquarie Infrastructure CO LLC)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries such subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except in each case where such claim, if adversely determined, would not have result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Keyw Holding Corp), Underwriting Agreement (Keyw Holding Corp)
Title to Property. The Company and its subsidiaries have good ----------------- and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: u.s. Purchase Agreement (Tuesday Morning Corp/De), u.s. Purchase Agreement (Blackrock Inc /Ny)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package Registration Statement and the Prospectus or (Bii) do not, singly or in the aggregate, materially adversely affect the value of such property and do not adversely interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Spero Therapeutics, Inc.), Sales Agreement (Spero Therapeutics, Inc.)
Title to Property. The Company and each of its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by themthem (excluding for the purposes of this Section 1(a)(xxiii), Intellectual Property (as defined below)), in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where to the extent that any claim or adverse effect on the Company’s or such subsidiary’s rights thereto would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries subsidiaries, as applicable, and good title to all other 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 General Disclosure Package and the Prospectus Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and any of its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and and, except as would not, singly or in the aggregate, result in a Material Adverse Effect, neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or 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: International Purchase Agreement (Brylane Inc), u.s. Purchase Agreement (Brylane Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof 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 (Raser Technologies Inc), Purchase Agreement (Tektronix Inc)
Title to Property. The Company and its subsidiaries Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary; and all of the leases and subleases material to the business of the Company and its subsidiaries, Subsidiary considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiary holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries 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 (Puma Biotechnology, Inc.), Underwriting Agreement (Puma Biotechnology, Inc.)
Title to Property. The Company and each of its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries such subsidiary and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in 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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or 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: Underwriting Agreement (Universal Health Services Inc), Underwriting Agreement (Universal Health Services Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except where such sublease that would not have 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 its subsidiaries consolidated subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries consolidated subsidiary and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus Prospectus, or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesconsolidated subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesconsolidated subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries consolidated subsidiary holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries consolidated 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 of its subsidiaries consolidated subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries consolidated 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 (Wisconsin Power & Light Co), Underwriting Agreement (Wisconsin Power & Light Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described in the General Disclosure Package and the Prospectus Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, such that it would result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease, except where such that it would not have result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (CHC Ireland LTD), Purchase Agreement (CHC Helicopter Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package and the Prospectus or Prospectus, (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries or (iii) would not reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries Subsidiary has any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.), At the Market Equity Offering Sales Agreement (Viking Therapeutics, Inc.)
Title to Property. The Company and each of its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by themthem (excluding for the purposes of this Section 1(a)(xxii), Intellectual Property (as defined below)), in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where to the extent that any claim or adverse effect on the Company’s or such subsidiary’s rights thereto would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Karyopharm Therapeutics Inc.), Underwriting Agreement (Karyopharm Therapeutics Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all subsidiaries or (C) would not reasonably be expected to have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases such lease or subleases mentioned above, sublease or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease and that, except where in any such case, would not reasonably expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Triumph Bancorp, Inc.), Underwriting Agreement (Triumph Bancorp, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by 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 Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and and, except as described in the Offering Memorandum, all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries subsidiary thereof 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 (Seneca Erie Gaming Corp), Purchase Agreement (Seneca Gaming Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Prospectus or General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Prospectus or General Disclosure Package and the ProspectusPackage, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Us Airways Inc), Purchase Agreement (Eastshore Aviation, LLC)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real personal property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Angie's List, Inc.), Underwriting Agreement (Angie's List, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package and the Prospectus or Prospectus, (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries or (iii) would not reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: At the Market Equity Offering Sales Agreement (Transenterix Inc.), At the Market Equity Offering Sales Agreement (Transenterix Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effecteffect (except as disclosed in the Prospectus), and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Skywest Inc), Purchase Agreement (Skywest Inc)
Title to Property. The Company and its subsidiaries ----------------- have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties (other than intangible 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 General Disclosure Package and the Prospectus or (Bb) do would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect or otherwise are not, singly or in the aggregate, materially affect significant to the value business of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiariessubsidiaries considered as one enterprise; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Turner Paul H), Purchase Agreement (Simons Stephen W)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package and the Prospectus or (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such sublease that would not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Terms Agreement (Jabil Circuit Inc), Terms Agreement (Jabil Circuit Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (i) adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or (ii) adversely affecting or questioning contesting the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement (Restoration Hardware Holdings Inc), Purchase Agreement (Restoration Hardware Holdings Inc)
Title to Property. The Company and its subsidiaries have good and marketable valid title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Prospectus or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, or (C) would not, singly or in the aggregate, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package Registration Statement and the Prospectus, are in full force and effect, and neither none of the Company nor or any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where to the extent that such claims, singly or in the aggregate, would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Core Laboratories N V), Equity Distribution Agreement (Core Laboratories N V)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of a lease or sublease to be in full force and effect or the existence of any such claim would not have not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company Each Subsidiary and its respective subsidiaries have good and marketable title to all real property owned by the Company such Subsidiary and its respective 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 Security Interest 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 interfere with the use made and proposed to be made of such property by the Company each Subsidiary or any of its respective subsidiaries; and all of the leases and subleases material to the business of the Company each Subsidiary and its subsidiariesrespective subsidiaries or other subsidiary, as the case may be, considered as one enterprise, and under which the Company each Subsidiary or any of its respective subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company no Subsidiary nor any of its respective subsidiaries has have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company each Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company such Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, 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 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, are in full force and effect, ; and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except for any claims which would not, except where such would not have singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the General Disclosure Package Registration Statement and the Prospectus or (B) those that do not, singly or in the aggregate, materially not adversely affect the value of such property and do not or interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, in either case in a manner that would result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any 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 of its subsidiaries under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any such subsidiary of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such for those that would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and each of its subsidiaries Subsidiaries have good and marketable valid title to, or have valid rights to lease or otherwise use, all items of real or personal property owned by which are material to the business of the Company and its subsidiaries and good title to all other properties owned by themSubsidiaries taken as a whole, in each casecase and except as described in the Time of Sale Document and the Final Offering Memorandum, 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 General Disclosure Package claims and the Prospectus or (B) defects that do not, singly singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package Time of Sale Document and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Omeros Corp)
Title to Property. || The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances existing under the Credit Agreement and its related security agreements, pledge agreements and guarantee agreements 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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds real properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Titan Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except in each case, except where such would not have as could not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries any of them and good title to all other properties and assets owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind Liens except such as (Aa) are described in the General Disclosure Package Registration Statement and the Prospectus or (Bb) do would not, singly individually or in the aggregate, materially affect reasonably be expected to result in a Material Adverse Effect. Except as would not, individually or in the value of such aggregate, reasonably be expected to result in a Material Adverse Effect: (i) all real property, buildings and other improvements, and equipment and other property and do not interfere with the use made and proposed to be made of such property held under lease or sublease by the Company or any of its subsidiariessubsidiaries are held by them under valid, subsisting and enforceable leases or subleases; and (ii) all of the such leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, ; and (iii) neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, above or affecting or questioning the rights of the Company or 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 1 contract
Samples: Equity Distribution Agreement (Hawaiian Electric Co Inc)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real personal property owned by them that is material to the business of the Company and its subsidiaries and good title to all other properties owned by themsubsidiaries, 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, not singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, subsidiaries and under which the Company or any of its subsidiaries holds they hold properties described in the General Disclosure Package or the General Disclosure Package and the Prospectus, are in full force and effect, and neither and, except as described in the Prospectus, the Company nor any of its subsidiaries has any no notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or 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 1 contract
Samples: Underwriting Agreement (Cyclacel Pharmaceuticals, Inc.)
Title to Property. The Company Issuers and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by the Company Issuers and its subsidiaries 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 General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company Issuers or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company Issuers and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company Issuers or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither of the Company Issuers nor any of its subsidiaries 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 either Issuer or any of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company either Issuer or any of its subsidiaries 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 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all Subsidiary. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General 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 of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and each of its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Univest Corp of Pennsylvania)
Title to Property. The Company and its subsidiaries the Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company and the Subsidiary, 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, 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 subsidiariesand the Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, the Subsidiary and under which the Company or any of its subsidiaries holds and the Subsidiary hold properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and, except as described in the General Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries 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 of its subsidiaries the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries the 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 1 contract
Samples: Underwriting Agreement (Transcept Pharmaceuticals Inc)
Title to Property. The Company and Company, its subsidiaries and the Manager have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or Company, any of its subsidiaries; subsidiaries or the Manager, and all of the leases and subleases material to the business of the Company Company, its subsidiaries and its subsidiariesthe Manager, considered as one enterprise, and under which the Company or Company, any of its subsidiaries or the Manager holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company Company, the Manager, nor any of its subsidiaries 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, the Manager or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries 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 1 contract
Samples: Purchase Agreement (Danaos Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) those that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries in a manner that would result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties real property described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 General Disclosure Package and the Prospectus or contemplated by the New Credit Facility or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such as would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all Subsidiary. All of the leases and subleases subleases, material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Atlantic Capital Bancshares, Inc.)
Title to Property. The Company Each Subsidiary and its respective subsidiaries have good and marketable title to all real property owned by the Company such Subsidiary and its respective 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 Security Interest 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 interfere with the use made and proposed to be made of such property by the Company each Subsidiary or any of its respective subsidiaries; and all of the leases and subleases material to the business of the Company each Subsidiary and its subsidiariesrespective subsidiaries or other subsidiary, as the case may be, considered as one enterprise, and under which the Company each Subsidiary or any of its respective subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company no Subsidiary nor any of its respective subsidiaries has have any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company each Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company such Subsidiary or any of its subsidiaries respective subsidiaries, as the case may be, 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 1 contract
Samples: Purchase Agreement (Macquarie Infrastructure CO LLC)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and or the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, sublease except where to the extent any claim or adverse effect on the Company or such subsidiary’s rights thereto would not have reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries each Subsidiary have good ------------------ and marketable title to all real property owned by the Company and its subsidiaries and/or such 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 General Disclosure Package any preliminary prospectus and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessuch Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiary holds properties described in the General Disclosure Package and any preliminary prospectus or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries the 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 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effecteffect (except where the 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 of its subsidiaries subsidiary has any notice of any material claim or claims of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Ixia)
Title to Property. The Company and its subsidiaries Subsidiary do not own any real property. The Company and the Subsidiary have good and marketable title to all real personal property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiary holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice such Subsidiary is aware of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, 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 Final Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (First Niagara Financial Group Inc)
Title to Property. The Neither the Company nor any of its -------------------------- subsidiaries owns any real property; the Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus Prospectuses or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Imagictv Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Special Value Continuation Fund, LLC)
Title to Property. The Company and its subsidiaries and consolidated entities have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the 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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries and consolidated entities; and all of the leases and subleases material to the business of the Company and its subsidiariessubsidiaries and consolidated entities, considered as one enterprise, and under which the Company or any of its subsidiaries and consolidated entities, holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries and consolidated 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 of its subsidiaries or consolidated entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries and consolidated entities, 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 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiary have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiary and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Prospectus and the General Disclosure Package and the Prospectus or (Bb) do would not, singly or in the aggregate, materially adversely affect the value of such property property, and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and and, except as described in the Prospectus, all of the leases and subleases material to the business of the Company and its subsidiaries, considered taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the Prospectus and the General Disclosure Package and the ProspectusPackage, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, Subsidiaries considered in each case as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Renasant Corp)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 (a) as permitted by Section 7.01 of the Senior Secured Credit Facility, (Ab) as are described in the General Disclosure Package and the Prospectus Offering Memorandum or (Bc) do which would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and, except as disclosed in the Disclosure Package and the Offering Memorandum, neither the Company nor any of its subsidiaries 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 of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries Subsidiary thereof 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 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 interfere with the use made and and, to the best knowledge of the Company or its subsidiaries, proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such which claim, assertion or questioning would not have a Material Adverse EffectEffect on the Company.
Appears in 1 contract
Samples: Underwriting Agreement (Tongjitang Chinese Medicines Co)
Title to Property. The Company and its subsidiaries have good and ----------------- marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where as such would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 General Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (First Commonwealth Financial Corp /Pa/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them, and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Prospectus, are in full force and effect, effect and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such which, singly or in the aggregate, would not have result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Each of the Company and its subsidiaries have has good and marketable indefeasible title to all real property owned by the Company and its subsidiaries it and good title to all other properties owned by themit, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus or and (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any subsidiary of its subsidiaries the Company has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries the Company under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such subsidiary of its subsidiaries the Company 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 1 contract
Samples: Underwriting Agreement (Independent Bank Group, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all . All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, enterprise and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, Prospectus are in full force and effect, and neither . Neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries such subsidiary under any of the such leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect. All property of the Company and its subsidiaries is valued on the books of the Company and its subsidiaries in accordance with GAAP.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or any of its subsidiaries subsidiary thereof 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 1 contract
Samples: Purchase Agreement (Convergent Communications Inc /Co)
Title to Property. The Each of the Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries 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 (Aa) are described in the General Disclosure Package and the Prospectus or (Bb) do not, singly individually or in the aggregate, materially and adversely affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries the 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 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or other 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 its subsidiariessubsidiaries or (c) such encumbrances which singly or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Telvent Git S A)
Title to Property. The Company and its subsidiaries have ----------------- good and marketable title to all real property described in the Prospectus as owned by the Company and its subsidiaries and good title to all other properties described 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 (Aa) are described in the General Disclosure Package and Prospectuses or are not required to be described therein pursuant to the Prospectus 1933 Act or the 1933 Act Regulations or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusProspectuses, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such which claim, if upheld, would not have result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all material real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the 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 interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesProspectus; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, other than as disclosed in the General Disclosure Package and the Prospectus, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by Each of the Company and its subsidiaries has good and good marketable title in fee simple to all other properties of its real and personal properties, reflected as owned by themin the consolidated financial statements or as described in the Prospectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (A1) are described reflected in the General Disclosure Package and the Prospectus or such consolidated financial statements, (B2) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all such subsidiary, (3) which would not, individually or in the aggregate, have a Material Adverse Effect, or (4) the Bank Stock Pledge. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described used in the General Disclosure Package and 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 of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such entity to the continued possession of the leased or subleased premises under any such lease or sublease, except where such any claim that would not not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries or (C) would not result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Prospectus Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusFinal Offering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such that would not have not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by the Company and its subsidiaries and good title to all other properties material 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 (Aa) are described in the General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the ProspectusOffering Memorandum, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such as would not have not, singly or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (Imc Global Inc)
Title to Property. The Company and each of its subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its subsidiaries any of them (if any) and good title to all other properties and assets owned by any of them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind Liens except such as (Aa) are described in the General Disclosure Package and the Prospectus Offering Memorandum or (Bb) do not, singly individually or in the aggregate, materially affect the value of such property and do not or interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; . All real property, buildings and other improvements, and all of the leases equipment and subleases material to the business of the Company and its subsidiariesother property, considered as one enterprise, and held under which lease or sublease by the Company or any of its subsidiaries holds properties described is held by them under valid, subsisting and enforceable leases or subleases, as the case may be, with, solely in the General Disclosure Package case of leases or subleases relating to real property, buildings or other improvements, such exceptions as are not material and do not interfere with the Prospectususe made or proposed to be made of such property and buildings or other improvements by the Company and its subsidiaries, and all such leases and subleases are in full force and effect, and neither . Neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, above or affecting or questioning the rights of the Company or any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or subleasethe continued use of the leased or subleased equipment or other property, except where for such claims which, if successfully asserted against the Company, or any of its subsidiaries, would not have not, individually or in the aggregate, result in a Material Adverse Effect.
Appears in 1 contract
Samples: Purchase Agreement (E.W. SCRIPPS Co)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by the Company and its subsidiaries Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Offering Memorandum and the Disclosure Package and the Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package Offering Memorandum and the ProspectusDisclosure Package, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries Subsidiary thereof 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 1 contract
Samples: Purchase Agreement (CIFC Corp.)
Title to Property. The Company and its subsidiaries do not own any real properties but have good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (500.com LTD)
Title to Property. The Company and its subsidiaries have ----------------- good and marketable title to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (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 interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any of its subsidiaries 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 of its subsidiaries subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where as such would not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Registration Statement, the Pricing Disclosure Package and the Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any subsidiary of its subsidiaries; and all the Company. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General 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 its subsidiaries the Company has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries the Company under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any of its subsidiaries such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 1 contract