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 147 contracts
Samples: Underwriting Agreement (Synovus Financial Corp), Placement Agent Agreement (Sangamo Therapeutics, Inc), Underwriting 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: Underwriting Agreement (Intra-Cellular Therapies, Inc.), Underwriting Agreement (Akero Therapeutics, Inc.), Underwriting Agreement (Coherus BioSciences, 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 39 contracts
Samples: Underwriting Agreement (Butterfly Network, Inc.), Underwriting Agreement (Cardiff Oncology, Inc.), Underwriting Agreement (Jasper 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 (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 27 contracts
Samples: Underwriting Agreement (EVgo Inc.), Underwriting Agreement (Absci Corp), Underwriting Agreement (EVgo 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 26 contracts
Samples: Underwriting Agreement (RxSight, Inc.), Sales Agreement (Rapid Micro Biosystems, Inc.), Underwriting Agreement (CARGO 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 (Kala Pharmaceuticals, Inc.), Underwriting Agreement (Agios Pharmaceuticals, Inc.), Underwriting Agreement (PTC 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 (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 15 contracts
Samples: Underwriting Agreement (Annexon, Inc.), Underwriting Agreement (Guardant Health, Inc.), Open Market Sale Agreement (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: Equity Distribution Agreement (Bluebird Bio, Inc.), Open Market Sale Agreement (Bluebird Bio, Inc.), Underwriting Agreement (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: Underwriting Agreement (Crinetics Pharmaceuticals, Inc.), Sales Agreement (Crinetics Pharmaceuticals, Inc.), Securities Purchase Agreement (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: Underwriting Agreement (Vantiv, Inc.), Underwriting Agreement (Vantiv, Inc.), Underwriting 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: Underwriting Agreement (ChemoCentryx, Inc.), Underwriting Agreement (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 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.), Placement Agency Agreement (Nac Global Technologies, Inc.), Placement 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), Underwriting Agreement (TNS Inc), Underwriting Agreement (GTCR Fund Vii Lp)
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), Underwriting Agreement (Invitae Corp), Underwriting Agreement (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, Inc.), Underwriting Agreement (ESH Hospitality, Inc.), Underwriting Agreement (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 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) exist pursuant to the Credit Agreement.
Appears in 8 contracts
Samples: Underwriting Agreement (Vital Energy, Inc.), Underwriting Agreement (Laredo Petroleum, Inc.), Underwriting Agreement (Laredo Petroleum, 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 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 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.), Underwriting 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, 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 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: Underwriting Agreement (MediaAlpha, Inc.), Underwriting Agreement (MediaAlpha, Inc.), Underwriting Agreement (MediaAlpha, 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: Underwriting Agreement (Deciphera Pharmaceuticals, Inc.), Open Market Sale Agreement (Deciphera Pharmaceuticals, Inc.), Open Market Sale Agreement (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 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), Underwriting Agreement (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, 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: Underwriting Agreement (Sage Therapeutics, Inc.), Underwriting Agreement (Sage Therapeutics, Inc.), Underwriting 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) 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.), Underwriting Agreement (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 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: Sales Agreement (Seres Therapeutics, Inc.), Placement Agency Agreement (Seres Therapeutics, Inc.), Sales Agreement (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: Purchase Agreement (Netflix Inc), Purchase Agreement (Netflix Inc), Euro Purchase Agreement (Netflix 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) exist under the Term Loan Documents.
Appears in 5 contracts
Samples: Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical Inc), Underwriting Agreement (Silk Road Medical 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 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.), Underwriting Agreement (Paycor Hcm, Inc.), Underwriting Agreement (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 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 5 contracts
Samples: Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (Waystar Holding Corp.), Underwriting Agreement (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 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.), Underwriting Agreement (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 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 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: Underwriting Agreement, Underwriting Agreement (Kindred Healthcare, Inc), Underwriting Agreement (Kindred Healthcare, 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.), Underwriting Agreement (DealerTrack Holdings, Inc.), Underwriting Agreement (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: Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran Inc), Underwriting Agreement (Freeport-McMoran 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: Underwriting Agreement (Starwood Hotel & Resorts Worldwide, Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide Inc), Underwriting Agreement (Starwood Hotel & Resorts Worldwide 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: Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Costar Group, Inc.), Underwriting Agreement (Costar Group 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), Underwriting Agreement (Denbury Resources Inc), Underwriting Agreement (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) 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: Agency Agreement (Trinity Capital Corp), Sales Agency Agreement (F&m Bank 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 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: Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (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: Underwriting Agreement (Dunkin' Brands Group, Inc.), Underwriting Agreement (Dunkin' Brands Group, Inc.), Underwriting Agreement (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 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 3 contracts
Samples: Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (InflaRx N.V.), Underwriting Agreement (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 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 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: Underwriting Agreement (Oxford Immunotec Global PLC), Sales Agreement (Oxford Immunotec Global PLC), Underwriting Agreement (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 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: Underwriting Agreement (Replimune Group, Inc.), Underwriting Agreement (Replimune Group, Inc.), Underwriting Agreement (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 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 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: Underwriting Agreement (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 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 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 (Umpqua Holdings Corp), Underwriting Agreement (Umpqua Holdings Corp), Underwriting Agreement (Umpqua Holdings Corp)
Title to Real and Personal Property. The Except as disclosed in 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 not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Genomic Health Inc), Underwriting Agreement (Collegiate Funding Services Inc), Underwriting Agreement (Collegiate Funding Services 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), Underwriting Agreement (Ralph Lauren Corp)
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: Underwriting Agreement (NEWMONT Corp /DE/), Underwriting Agreement (NEWMONT Corp /DE/), Underwriting Agreement (Newmont Goldcorp Corp /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 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: Underwriting Agreement (FNB Corp/Pa/), Underwriting Agreement (FNB Corp/Pa/), Underwriting Agreement (FNB Corp/Pa/)
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 real property) to), or have valid and marketable rights to lease or otherwise use, all items of real and or personal property (provided, that for the sake of clarity, rights to Intellectual Property Rights and assets that Intellectual Property Assets are addressed exclusively in Section 2(y) above) 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 other than those described in the Prospectus 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 3 contracts
Samples: Capital on Demand Sales Agreement (Aeglea BioTherapeutics, Inc.), Capital on Demand Sales Agreement (Aeglea BioTherapeutics, Inc.), Open Market Sale Agreement (Aeglea BioTherapeutics, 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, 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: Underwriting Agreement (Tyme Technologies, Inc.), Underwriting Agreement (Tyme Technologies, Inc.), Equity Distribution Agreement (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 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: Underwriting Agreement (Savient Pharmaceuticals Inc), Underwriting Agreement (Savient Pharmaceuticals Inc), Underwriting Agreement (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 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: Underwriting Agreement (WHITEWAVE FOODS Co), Underwriting Agreement (WHITEWAVE FOODS Co), Underwriting Agreement (WHITEWAVE FOODS 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 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 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: Underwriting Agreement (Celladon Corp), Underwriting Agreement (Celladon Corp), Underwriting Agreement (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 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 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: Underwriting Agreement (Dunkin' Brands Group, Inc.), Underwriting Agreement (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 as disclosed in the Registration Statement, the Time of Sale Information and the Prospectus and 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 2 contracts
Samples: Underwriting Agreement (People's United Financial, Inc.), Underwriting Agreement (People's United Financial, 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.
Appears in 2 contracts
Samples: Purchase Agreement (Gogo Inc.), Purchase Agreement (Gogo 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), Placement Agency Agreement (Prime Meridian Holding Co)
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 mining tenements, mining rights, easements, rights of way, auxiliary rights or 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: Underwriting Agreement (Thompson Creek Metals CO Inc.), Underwriting Agreement (Thompson Creek Metals CO 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: Underwriting Agreement (Oric Pharmaceuticals, Inc.), Underwriting Agreement (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.), Underwriting Agreement (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 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: Underwriting Agreement (Medicines Co /De), Underwriting Agreement (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 free and clear of all liensliens (excluding any liens created pursuant to 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 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 (Flowco Holdings Inc.), Underwriting Agreement (Flowco 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 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), Underwriting Agreement (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 (Potbelly Corp), Equity Sales Agreement (Accelerate Diagnostics, 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: Underwriting Agreement (Genuine Parts Co), Underwriting Agreement (Genuine Parts 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 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: Underwriting Agreement (Magellan Health Services Inc), Underwriting Agreement (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 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.
Appears in 2 contracts
Samples: Underwriting Agreement (Commercial Credit, Inc.), Underwriting Agreement (Commercial Credit, 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 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: Purchase Agreement (Trinity Industries Inc), Purchase Agreement (Trinity Marine Products, 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, 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: Underwriting Agreement (SJW Group), Underwriting Agreement (SJW Group)
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 or subsidiary, (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 2 contracts
Samples: Underwriting Agreement (Q2 Holdings, Inc.), Underwriting Agreement (Q2 Holdings, Inc.)
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: Sales Agreement (Englobal Corp), At Market Issuance Sales Agreement (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 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.), Underwriting Agreement (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 subsidiariessubsidiaries taken as a whole, in each case case, except as disclosed in the Registration Statement, 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, Underwriting Agreement (King Digital Entertainment 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 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 subsidiaries, (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) arising under the Credit Agreement.
Appears in 2 contracts
Samples: Underwriting Agreement (Columbus McKinnon Corp), Underwriting Agreement (Columbus McKinnon 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 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 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 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 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: Underwriting Agreement (Sonic Automotive Inc), Underwriting Agreement (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 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: Purchase Agreement (Healthequity, Inc.), Purchase Agreement (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 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 owned by them 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 pursuant to the Credit Agreement and the pledge and security agreements related thereto or as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus and (ii) as failure to have such good and marketable title or free and clear title would not materially interfere with reasonably be expected, individually or in the use made aggregate, to have a Material Adverse Effect; and proposed to be made of such any real property and buildings held under lease by the Company and its subsidiaries or (ii) could are held by them under valid leases with such exceptions as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Orbotech LTD), Equity Securities Underwriting Agreement (Orbotech LTD)
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: Underwriting Agreement (Tg Therapeutics, Inc.), Underwriting Agreement (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 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: Underwriting Agreement (NMI Holdings, Inc.), Underwriting Agreement (NMI Holdings, 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 business of the Company and its subsidiariesSignificant Subsidiaries, taken together, 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 2 contracts
Samples: Purchase Agreement (Penson Worldwide Inc), Purchase Agreement (Penson Worldwide 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 would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Itt Corp), Underwriting Agreement (Itt 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 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 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 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 expectedexpected to have, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (BBB Foods Inc), Underwriting Agreement (BBB Foods Inc)