Common use of Title to Real and Personal Property Clause in Contracts

Title to Real and Personal Property. The Company 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 business of the Company, 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Intersect ENT, Inc., Intersect ENT, Inc., Intersect ENT, Inc.

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Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 where the use made and proposed failure to be made of have such property by the Company title or (ii) rights would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Letter Agreement (Xilinx Inc), Xilinx Inc, Xilinx Inc

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany and its Subsidiaries taken as a whole, in each case, free and clear of all liensLiens (i) except as disclosed in the Company SEC Filings, encumbrances, claims and defects and imperfections of title (ii) except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectand its Subsidiaries.

Appears in 3 contracts

Samples: Securities Purchase Agreement (SMART Global Holdings, Inc.), Securities Purchase Agreement (SK Ecoplant Co., Ltd.), Securities Purchase Agreement (Bloom Energy Corp)

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse EffectEffect or (ii) are disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus.

Appears in 3 contracts

Samples: Underwriting Agreement (CaesarStone Sdot-Yam Ltd.), CaesarStone Sdot-Yam Ltd., CaesarStone Sdot-Yam Ltd.

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Fidelis Insurance Holdings LTD), Underwriting Agreement (Fidelis Insurance Holdings LTD)

Title to Real and Personal Property. The Company 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 business of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (HW Electro Co., Ltd.), Underwriting Agreement (HW Electro Co., Ltd.)

Title to Real and Personal Property. The Company has and the Principal Subsidiaries 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 business of the Companyowned by them, 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Heinz H J Co), Heinz H J Co

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 Pricing Disclosure Package and the Prospectus or those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectand its subsidiaries.

Appears in 2 contracts

Samples: Quantum Fuel Systems Technologies Worldwide, Inc., Quantum Fuel Systems Technologies Worldwide, Inc.

Title to Real and Personal Property. The Company 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 business respective businesses of the Company, Company 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Zeltiq Aesthetics Inc), Underwriting Agreement (Zeltiq Aesthetics Inc)

Title to Real and Personal Property. The Except as disclosed in each of the Registration Statement, the Time of Sale Information and the Prospectus, or as would not have a Material Adverse Effect, the Company has and the 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 properties and personal property all other properties and assets that are material to the business owned by them, in each case free of the Company, 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 hold any leased real or personal property under valid and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectenforceable leases.

Appears in 2 contracts

Samples: Underwriting Agreement (Ca, Inc.), Underwriting Agreement (Ca, Inc.)

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany and its subsidiaries, in each case free and clear of all liens, encumbrances, claims Liens and defects and imperfections of title except those that (i) do not materially interfere with those that arise under the use made Senior Debt Security Documents and proposed to be made of such property by the Company or (ii) would not reasonably Permitted Liens and other Liens permitted under the Indenture (as each such term shall be expected, individually or defined in the aggregate, to have a Material Adverse EffectIndenture).

Appears in 2 contracts

Samples: Tenneco Inc, Tenneco Inc

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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) would not reasonably be expectednot, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Newmont Mining Corp /De/, Mercadolibre Inc

Title to Real and Personal Property. The Company 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 business of the Companyits business, 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Inventiva S.A.)

Title to Real and Personal Property. The Company has and its subsidiaries have good and marketable title in fee simple (in the case of to all real property) to, or have valid 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 business of the Companyowned by them, 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Alberto-Culver CO

Title to Real and Personal Property. The Company 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 business respective businesses of the CompanyCompany , 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Precision Biosciences Inc

Title to Real and Personal Property. The Company 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 business of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Ariosa Diagnostics, Inc.

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany and its Subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except for those incurred to secure amounts outstanding under the Bank Agreements and those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.)

Appears in 1 contract

Samples: Land O Lakes Inc

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.and its subsidiaries or

Appears in 1 contract

Samples: Central European Media Enterprises LTD

Title to Real and Personal Property. The Company 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 business of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Epocrates Inc

Title to Real and Personal Property. The Company has 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 necessary to the business conduct of the Company, free and clear of all liens, encumbrances, claims and defects and imperfections of title its operations as presently conducted except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company or (ii) would as could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (CHC Group Ltd.)

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Title to Real and Personal Property. The Company has 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 used in the business respective businesses of the CompanyCompany 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 affect the value of such property and do not interfere with the use made and proposed or to be made of such property by the Company and its Subsidiaries or (ii) would not reasonably be expected, individually or are disclosed in the aggregate, to have a Material Adverse EffectPricing Prospectus or the General Disclosure Package.

Appears in 1 contract

Samples: Underwriting Agreement (Hudson Valley Holding Corp)

Title to Real and Personal Property. The Except as described in the Final Prospectus, the Company has 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 business respective businesses of the CompanyCompany 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.and its subsidiaries or

Appears in 1 contract

Samples: Collins & Aikman Products Co

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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 or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.that

Appears in 1 contract

Samples: Sirona Dental (Sirona Dental Systems, Inc.)

Title to Real and Personal Property. The Company has 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 business of the Companyassets, 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (FB Financial Corp)

Title to Real and Personal Property. The Company has 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 business of the Companyproperty, 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: RHI Entertainment, Inc.

Title to Real and Personal Property. The Company has and the 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, in each case, that are is material to the business of the CompanyCompany and the Subsidiaries, in each case free and clear of all liens, encumbrances, claims encumbrances and defects except such as are described in the Time of Sale Information and imperfections of title except those that (i) do not materially interfere with the use made and proposed Offering Memorandum or to be made the extent the failure to have such title, or the existence of such property by the Company liens, encumbrances or (ii) defects, would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Navistar International Corp

Title to Real and Personal Property. The Company 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 business businesses of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Interactive Strength, Inc.)

Title to Real and Personal Property. The Company has 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 business of the Companyproperty, 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Equity Offeringsm Sales Agreement (South Jersey Industries Inc)

Title to Real and Personal Property. The Company has and the other Group Companies have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease (under valid, subsisting and, to the knowledge of the Company, enforceable leases with respect to any leased real property and facilities) or otherwise use, all items of real and personal property and assets that are material to the business respective businesses of the CompanyCompany and the other Group Companies, 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 or (ii) would not reasonably be expected, individually or in and the aggregate, to have a Material Adverse Effectother Group Companies.

Appears in 1 contract

Samples: Share Purchase Agreement (Athenex, Inc.)

Title to Real and Personal Property. The Company 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 business respective businesses of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Nuvalent, Inc.)

Title to Real and Personal Property. The Company 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 business of the Company, 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 or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Array Biopharma Inc

Title to Real and Personal Property. The Company has 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 business respective businesses of the CompanyCompany 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) would not reasonably be expectedcould not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Central Puerto S.A.

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