Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 145 contracts
Samples: Letter Agreement (Globant S.A.), Note Purchase Agreement (NantHealth, Inc.), Letter Agreement (Globant S.A.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 44 contracts
Samples: Sales Agreement (Coherus BioSciences, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.), Letter Agreement (GenMark Diagnostics, Inc.)
Title to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in fee simple and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and or personal property and assets that which are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its subsidiaries or (ii) could not reasonably be expected, individually singularly or in the aggregate, to have a Material Adverse Effect.
Appears in 37 contracts
Samples: Underwriting Agreement (Jasper Therapeutics, Inc.), Underwriting Agreement (AerSale Corp), Underwriting Agreement (Aura Biosciences, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 24 contracts
Samples: Sales Agreement (Rapid Micro Biosystems, Inc.), Sales Agreement (Century Therapeutics, Inc.), Underwriting Agreement (Aligos Therapeutics, Inc.)
Title to Real and Personal Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 21 contracts
Samples: Underwriting Agreement (PTC Therapeutics, Inc.), Underwriting Agreement (PTC Therapeutics, Inc.), Kala Pharmaceuticals, Inc.
Title to Real and Personal Property. The Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 16 contracts
Samples: Underwriting Agreement (Verve Therapeutics, Inc.), Underwriting Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (ImmunoGen, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 15 contracts
Samples: Securities Purchase Agreement (Annexon, Inc.), Annexon, Inc., Guardant Health, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 14 contracts
Samples: Terms Agreement (Bluebird Bio, Inc.), Bluebird Bio, Inc., Bluebird Bio, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 13 contracts
Samples: Sales Agreement (Crinetics Pharmaceuticals, Inc.), Securities Purchase Agreement (Crinetics Pharmaceuticals, Inc.), Crinetics Pharmaceuticals, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or (iii) except as described in the Pricing Disclosure Package and the Prospectus.
Appears in 10 contracts
Samples: Lock Up Agreement (Vantiv, Inc.), Lock Up Agreement (Vantiv, Inc.), Lock Up Agreement (Vantiv, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and tangible personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 10 contracts
Samples: ChemoCentryx, Inc., Cubic Corp /De/, Underwriting Agreement (Clovis Oncology, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) result from the lease of such property and assets, to the extent applicable.
Appears in 9 contracts
Samples: Sales Agreement (Invitae Corp), Common Stock Sales Agreement (Invitae Corp), Common Stock (Invitae Corp)
Title to Real and Personal Property. The Company Each of the Transaction Entities and its their respective subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company applicable Transaction Entity and its subsidiaries, in each case free and clear of all liens, encumbrances, claims encumbrances and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company applicable Transaction Entity and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (ESH Hospitality LLC), ESH Hospitality, Inc., ESH Hospitality, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except as described in the General Disclosure Package and the Final Prospectus those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Placement Agency Agreement (SANUWAVE Health, Inc.), Agency Agreement (Nac Global Technologies, Inc.), Agency Agreement (SilverSun Technologies, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are disclosed in the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (GTCR Fund Vii Lp), Lehman (GTCR Fund Vii Lp), Underwriting Agreement (Beacon Roofing Supply Inc)
Title to Real and Personal Property. The Company and its subsidiaries Significant Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSignificant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Significant Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 8 contracts
Samples: Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.), Underwriting Agreement (Hillenbrand, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 8 contracts
Samples: Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Mersana Therapeutics, Inc.), Sales Agreement (Mersana Therapeutics, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Healthequity, Inc.), Underwriting Agreement (Healthequity, Inc.), Underwriting Agreement (Healthequity, Inc.)
Title to Real and Personal Property. The Company and its significant subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its significant subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its significant subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Deciphera Pharmaceuticals, Inc., Deciphera Pharmaceuticals, Inc., Deciphera Pharmaceuticals, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than Intellectual Property (as defined below), which is addressed exclusively in Section 3(w) below) that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) that are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) that do not materially interfere with the use made and or currently proposed to be made of such property by the Company and its subsidiaries subsidiaries, taken as a whole, or (iiiii) could that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 7 contracts
Samples: MediaAlpha, Inc., MediaAlpha, Inc., MediaAlpha, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real property and have good title or a valid legal right to lease or otherwise use all items of real property and personal property and assets that are material to the respective businesses business of the Company and its subsidiariesSignificant Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) exist under the Credit Agreements.
Appears in 7 contracts
Samples: Underwriting Agreement (Michaels Companies, Inc.), Letter Agreement (Michaels Companies, Inc.), Underwriting Agreement (Michaels Companies, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Sage Therapeutics, Inc., Sage Therapeutics, Inc., Sage Therapeutics, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are permitted under the Senior Credit Facility, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Polypore International, Inc.), Underwriting Agreement (Polypore International, Inc.), Polypore International, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could secure the obligations of the Company under the Credit Agreement or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Oshkosh Corp), Oshkosh Corp, Purchase Agreement (Oshkosh Corp)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, taken as a whole, or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Paycor Hcm, Inc.), Paycor Hcm, Inc., Paycor Hcm, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange.
Appears in 5 contracts
Samples: Common Stock (Seres Therapeutics, Inc.), Placement Agency Agreement (Seres Therapeutics, Inc.), Common Stock (Seres Therapeutics, Inc.)
Title to Real and Personal Property. The Except as disclosed in each of the Time of Sale Information and the Offering Memorandum, the Company and its subsidiaries Significant Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSignificant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Significant Subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Netflix Inc, Netflix Inc, Netflix Inc
Title to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in fee simple (in the case of to all real property) to, or have valid property and good and marketable rights title to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesowned by them, in each case free and clear of all liens, encumbrances, claims encumbrances and defects except such as are described in the Registration Statement, the Time of Sale Information and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of Prospectus or such property by the Company and its subsidiaries or (ii) could not reasonably be expectedas would not, individually or in the aggregate, to have a Material Adverse Effect; and all real property and buildings held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Samples: Starwood Hotel & Resorts Worldwide, Inc, Starwood Hotel & Resorts Worldwide Inc, Starwood Hotel & Resorts Worldwide Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable valid title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all . Any liens, encumbrances, claims and defects and imperfections of title except those that (i) with respect to the items of real and personal property are disclosed in the Registration Statement, the Time of Sale Information and the Prospectus or do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) and could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Denbury Resources Inc), Denbury Resources Inc, Denbury Resources Inc
Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Sales Agreement (Replimune Group, Inc.), Sales Agreement (Replimune Group, Inc.), Sales Agreement (Replimune Group, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property, if any) to, or have valid and marketable rights to lease or otherwise use, all items of real and tangible personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Clovis Oncology, Inc.), Underwriting Agreement (Clovis Oncology, Inc.), Underwriting Agreement (Clovis Oncology, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) exist pursuant to any of the Company’s credit facilities that are disclosed in the Pricing Disclosure Package or the Prospectus.
Appears in 4 contracts
Samples: Underwriting Agreement (Boot Barn Holdings, Inc.), Underwriting Agreement (Boot Barn Holdings, Inc.), Boot Barn Holdings, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Costar Group, Inc., Costar Group, Inc., Costar Group Inc
Title to Real and Personal Property. The Company and its significant subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its significant subsidiaries, in each case free and clear of all liensliens (other than liens pursuant to or contemplated by the Credit Agreement), encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its significant subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (DealerTrack Holdings, Inc.), DealerTrack Holdings, Inc., DealerTrack Holdings, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except for those permitted under the Indenture and those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Freeport-McMoran Inc, Freeport-McMoran Inc, Freeport-McMoran Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could not reasonably exist or are to be expectedcreated in connection with the Company’s senior credit facilities or (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: www.sec.gov, Kindred Healthcare, Inc, Kindred Healthcare, Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liensliens (excluding any liens created pursuant to the credit agreements governing the Credit Facilities), encumbrances, claims and claims, defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Waystar Holding Corp.), Waystar Holding Corp., Waystar Holding Corp.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Sales Agency Agreement (F&m Bank Corp), Trinity Capital Corp, Sales Agency Agreement (Village Bank & Trust Financial Corp.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than Intellectual Property (as defined below), which is addressed exclusively in Section 3(v) below) that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Duckhorn Portfolio, Inc., Duckhorn Portfolio, Inc., Duckhorn Portfolio, Inc.
Title to Real and Personal Property. The Company and its significant subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its significant subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property and assets by the Company and its significant subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Ralph Lauren Corp), Underwriting Agreement (Ralph Lauren Corp), Ralph Lauren Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: J M SMUCKER Co, Underwriting Agreement (J M SMUCKER Co), Underwriting Agreement (Smucker J M Co)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Savient Pharmaceuticals Inc, Savient Pharmaceuticals Inc, Savient Pharmaceuticals Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real property and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Sales Agreement (Oxford Immunotec Global PLC), Letter Agreement (Oxford Immunotec Global PLC), Oxford Immunotec Global PLC
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real propertyEigentum) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Sales Agreement (InflaRx N.V.), Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (Fireman B.V.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries (other than with respect to Intellectual Property, title to which is addressed exclusively in Section 6(v)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Common Stock Sales Agreement (Edgewise Therapeutics, Inc.), Common Stock Sales Agreement (Edgewise Therapeutics, Inc.), Common Stock Sales Agreement (Edgewise Therapeutics, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liensliens (excluding any liens created pursuant to the Credit Agreement), encumbrances, claims and claims, defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Certara, Inc.), Underwriting Agreement (Certara, Inc.), Underwriting Agreement (Certara, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries(other than with respect to Intellectual Property, title to which is addressed exclusively in Section 3(w)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Edgewise Therapeutics, Inc.), Underwriting Agreement (Edgewise Therapeutics, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries, taken as a whole, or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Purchase Agreement (Deluxe Corp), Purchase Agreement (Deluxe Corp), Purchase Agreement (Deluxe Corp)
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and or personal property and assets that which are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually singularly or in the aggregate, to have a Material Adverse EffectChange.
Appears in 3 contracts
Samples: Open Market Sale (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.), Underwriting Agreement (Aldeyra Therapeutics, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) exist pursuant to any of the Company’s credit facilities that are disclosed in the Registration Statement, the Pricing Disclosure Package or the Prospectus.
Appears in 3 contracts
Samples: Q2 Holdings, Inc., Letter Agreement (Q2 Holdings, Inc.), Q2 Holdings, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real property and have good title or a valid legal right to lease or otherwise use all personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) exist pursuant to the Credit Agreement.
Appears in 3 contracts
Samples: Dunkin' Brands Group, Inc., Dunkin' Brands Group, Inc., Dunkin' Brands Group, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Omnibus Assignment and Assumption Agreement (Celladon Corp), Celladon Corp, Celladon Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Umpqua Holdings Corp, Umpqua Holdings Corp, Umpqua Holdings Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: WHITEWAVE FOODS Co, WHITEWAVE FOODS Co, WHITEWAVE FOODS Co
Title to Real and Personal Property. The Company and its subsidiaries Significant Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSignificant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Significant Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: NEWMONT Corp /DE/, NEWMONT Corp /DE/, Newmont Goldcorp Corp /De/
Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Equity Distribution Agreement (Tyme Technologies, Inc.), Tyme Technologies, Inc., Tyme Technologies, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, or (iii) are otherwise described in the Registration Statement, any Preliminary Prospectus and the Prospectus.
Appears in 3 contracts
Samples: Dealer Manager Agreement (Hutchinson Technology Inc), Dealer Manager Agreement (Hutchinson Technology Inc), Dealer Manager Agreement (Hutchinson Technology Inc)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, (ii) arise under the Secured Facilities or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Dynegy Inc /Il/), Underwriting Agreement (Dynegy Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect on the Company and its subsidiaries taken as a whole.
Appears in 2 contracts
Samples: Underwriting Agreement (Vocera Communications, Inc.), Underwriting Agreement (Vocera Communications, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, charges, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) secure the Credit Agreement or the Secured Notes.
Appears in 2 contracts
Samples: NMI Holdings, Inc., NMI Holdings, Inc.
Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Tactile Systems Technology Inc), Prime Meridian Holding Co
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property which is the subject of Section 2(u) below) that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kinsale Capital Group, Inc.), Underwriting Agreement (Kinsale Capital Group, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Southern National Bancorp of Virginia Inc), Southern National Bancorp of Virginia Inc
Title to Real and Personal Property. The Company and Company, its subsidiaries and the Trust each have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company Company, its subsidiaries and its subsidiariesthe Trust, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and Company, its subsidiaries or the Trust or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Susquehanna Bancshares Inc), Underwriting Agreement (Susquehanna Bancshares Inc)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Sales Agreement (Accelerate Diagnostics, Inc), Potbelly Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are disclosed in the Registration Statement and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Annexon, Inc.), Common Stock Sales Agreement (Annexon, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSignificant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Significant Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: FNB Corp/Pa/, FNB Corp/Pa/
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Sales Agreement (Sage Therapeutics, Inc.), Sales Agreement (Sage Therapeutics, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could not reasonably be expectedwould not, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) are described in the Registration Statement, Pricing Disclosure Package and Prospectus.
Appears in 2 contracts
Samples: Sonic Automotive Inc, Sonic Automotive Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real propertyEigendom) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (InflaRx N.V.), InflaRx N.V.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that liens (i) created to secure obligations under the Senior Credit Facilities; (ii) that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries; or (iiiii) that could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Purchase Agreement, Purchase Agreement (Standard Aero Holdings Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property, in fee simple) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Letter Agreement (Tg Therapeutics, Inc.), Tg Therapeutics, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are referred to in the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Magellan Health Services Inc, Magellan Health Services Inc
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, charges, encumbrances, claims and defects and imperfections of title except those that are permitted under the Indenture and those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Genuine Parts Co, Genuine Parts Co
Title to Real and Personal Property. The Company and its subsidiaries Significant Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses busi- nesses of the Company and its subsidiariesSignificant Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or Significant Subsidiaries, (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) exist under the Existing Credit Agreement.
Appears in 2 contracts
Samples: Trinity Industries Inc, Trinity Marine Products, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariestaken as a whole (other than with respect to Intellectual Property, title to which is addressed exclusively in Section 3(w)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Oric Pharmaceuticals, Inc., Oric Pharmaceuticals, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Patheon N.V.), Ocwen Financial Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Replimune Group, Inc.), Golden Entertainment, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and or personal property and assets that are material to the respective businesses business of the Company as described in the Registration Statement, the General Disclosure Package and its subsidiariesthe Prospectus, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that such as (i) do not materially interfere with are described in the use made Registration Statement, the General Disclosure Package and proposed to be made of such property by the Company and its subsidiaries Prospectus or (ii) could would not reasonably be expected, individually singularly or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Viewray Inc), Underwriting Agreement (Viewray Inc)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Sales Agreement (Sangamo Therapeutics, Inc), Sales Agreement (Sangamo Biosciences Inc)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Healthequity, Inc., Healthequity, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) are described in the Offering Memorandum.
Appears in 2 contracts
Samples: Purchase Agreement (Sonic Automotive Inc), Purchase Agreement (Sonic Automotive Inc)
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple and (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and or personal property and assets that which are material to the respective businesses business of the Company and its subsidiariesCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except those that (i) do not, singularly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually singularly or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (908 Devices Inc.), Underwriting Agreement (908 Devices Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid valid, subsisting and marketable enforceable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiaries, taken as a whole, and in each case free and clear of all liens, encumbrances, claims encumbrances and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liensliens (excluding any liens created pursuant to the credit agreement governing the Senior Secured Credit Facilities), encumbrances, claims and claims, defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (PPD, Inc.), PPD, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Medicines Co /De, Medicines Co /De
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case case, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Cannae Holdings, Inc.), Underwriting Agreement (Cannae Holdings, Inc.)
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real property and have good title or a valid legal right to lease or otherwise use all personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or subsidiaries, (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) exist pursuant to the Credit Agreement.
Appears in 2 contracts
Samples: Dunkin' Brands Group, Inc., Dunkin' Brands Group, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those (i) that (ix) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiy) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect and (ii) have been created in the ordinary course of business.
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Title to Real and Personal Property. The Company and its subsidiaries the Subsidiaries have good and marketable title in fee simple (in the case of to real property) to, or have valid and marketable rights to lease or otherwise useuse personal property, all items of real and personal property and assets in each case described in the Registration Statement or Prospectus as being owned or leased by them that are material to the respective businesses of the Company and its subsidiariesor such Subsidiary, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries the Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Englobal Corp, Englobal Corp
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have have, to the knowledge of the Company, valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Letter Agreement (Expensify, Inc.)
Title to Real and Personal Property. The Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to own, lease or otherwise use, all items of real and personal property and assets that are material (other than intellectual property, which is subject to the respective businesses of the Company and its subsidiariesSection 3.17), in each case free and clear of all liensLiens, encumbrances, claims and defects and imperfections of title except those Liens that (i) do not materially interfere with the use made and proposed to be made of such property or assets by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectSubsidiaries.
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Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially and adversely affect the value of such property, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Samples: Avis Budget Group, Inc.
Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesbusiness, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) secure the Company’s obligations under the Credit Agreement and its other financing arrangements), (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiary, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiary or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries subsidiaries, (ii) exist pursuant to the Existing Credit Facilities; or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Samples: Hanesbrands Inc.
Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
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Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real property and have good title or valid rights to lease or otherwise use all items of personal property and assets that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (ia) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries or (iib) could would not reasonably be expectedlikely, individually or in the aggregate, to have a Material Adverse EffectEffect and except those for the payment of federal, state or other taxes, the payment of which is not delinquent.
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