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

Title to Real and Personal Property. Except as disclosed in the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Sales Agreement (Albireo Pharma, Inc.), Sales Agreement (Albireo Pharma, Inc.), Sales Agreement (Albireo Pharma, Inc.)

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Title to Real and Personal Property. Except as disclosed described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable indefeasible title in and (in the case fee simple to all items of real property) to, and good title to all items of personal property, or in either case have valid and marketable rights to lease or otherwise use, all items of such real or personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Cimarex Energy Co), Underwriting Agreement (Cimarex Energy Co), Underwriting Agreement (Cimarex Energy Co)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, rights to Intellectual Property rights are addressed exclusively in Section 2(z) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, aggregate to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.), Underwriting Agreement (Sutro Biopharma, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable valid title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, in each case in accordance with industry custom and standard, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 exist under the Credit Agreement or the DHS Credit Agreement on the date hereof as set forth in the aggregateRegistration Statement, materially affect the value Time of such property Sale Information and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Delta Petroleum Corp/Co), Underwriting Agreement (Delta Petroleum Corp/Co), Underwriting Agreement (Delta Petroleum Corp/Co)

Title to Real and Personal Property. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.), Underwriting Agreement (Molecular Templates, Inc.)

Title to Real and Personal Property. Except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries Controlled Entities have good and marketable title in and fee simple (in the case of real property) to, or or, have valid and marketable rights to lease or otherwise use, all items of real or and personal property which and assets, that are material to the business respective businesses of the Company and its subsidiaries taken as a wholeControlled Entities, 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 or any of and its subsidiaries Controlled Entities or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (GDS Holdings LTD), Underwriting Agreement (GDS Holdings LTD), Underwriting Agreement (GDS Holdings LTD)

Title to Real and Personal Property. Except as disclosed described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which and assets that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or (ii) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Underwriting Agreement (Aveo Pharmaceuticals Inc), Underwriting Agreement (Aveo Pharmaceuticals Inc), Underwriting Agreement (Aveo Pharmaceuticals Inc)

Title to Real and Personal Property. Except as disclosed in the Registration Statement or the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Sales Agreement (Molecular Templates, Inc.), Sales Agreement (Molecular Templates, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, rights to Intellectual Property rights are addressed exclusively in Section 2(w) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, aggregate to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Open Market Sale Agreement (Sutro Biopharma, Inc.), Open Market Sale Agreement (Sutro Biopharma, Inc.)

Title to Real and Personal Property. Except as disclosed described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable indefeasible title in and (in the case fee simple to all items of real property) to, and good title to all items of personal property, or in either case have valid and marketable rights to lease or otherwise use, all items of such real or personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or (ii) would not reasonably be expected, singularly 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 (Cimarex Energy Co), Underwriting Agreement (Cimarex Energy Co)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries Significant Subsidiaries have good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property (other than intellectual property, which is subject to Section 3(t)) that are material to the business of the Company and its subsidiaries Significant Subsidiaries, taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title, except for Permitted Liens and 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 or any of and its subsidiaries Significant Subsidiaries, taken as a whole, or (ii) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Graftech International LTD), Underwriting Agreement (Graftech International LTD)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case case, except as disclosed in the General Disclosure Package, free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Greenlane Holdings, Inc.), Underwriting Agreement (Greenlane Holdings, Inc.)

Title to Real and Personal Property. Except as disclosed in The Company and its subsidiaries and, to the Prospectusknowledge of the Company, the Acquired Company and each of its subsidiaries subsidiaries, have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken and, to the knowledge of the Company, the Acquired Company and its subsidiaries, as a wholeapplicable, 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 or any of and its subsidiaries or the Acquired Company and its subsidiaries, as applicable, or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Keysight Technologies, Inc.), Underwriting Agreement (Keysight Technologies, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, Each of the Company and each of its subsidiaries the Parent have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real property and good and valid title to, or have valid rights to lease or otherwise use, all items of personal property which property, that, in each case, are material to the business of the Company and its subsidiaries taken or the Parent, as applicable, except, in each case, as would not reasonably be expected to have a whole, Material Adverse Effect. Such property rights are 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 those that do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries the Parent or (ii) those that would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse EffectEffect or (iii) Permitted Lien.

Appears in 2 contracts

Samples: Master Investment Agreement (Terrestar Corp), Purchase Agreement (Terrestar Corp)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which (including, without limitation, all rights, title and interest in insurances, freights and hires, and charters) that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 are otherwise disclosed in the aggregateRegistration Statement, materially affect the value of such property Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Global Ship Lease, Inc.), Underwriting Agreement (Global Ship Lease, Inc.)

Title to Real and Personal Property. Except as disclosed described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable indefeasible title in and (in the case fee simple to all items of real property) to, and good title to all items of personal property, or in either case have valid and marketable rights to lease or otherwise use, all items of such real or personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or subsidiaries, (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse EffectEffect or (iii) exist pursuant to the Credit Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Cimarex Energy Co)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, rights to Intellectual Property are addressed exclusively in Section 2(z) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Spruce Biosciences, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects except defects, other than those liens and security interests referenced in the Time of Sale Prospectus 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 or any of its subsidiaries subsidiaries, or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Inhibrx, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries do not own any real property and have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholewhole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (v)), in each case case, except as disclosed in the Registration Statement, 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 or any of and its subsidiaries or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (SVMK Inc.)

Title to Real and Personal Property. Except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Albireo Pharma, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries Controlled Entities have good and marketable title in and fee simple (in the case of real property) to, or or, except as disclosed in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, have valid and marketable rights to lease or otherwise use, all items of real or and personal property which and assets, that are material to the business respective businesses of the Company and its subsidiaries taken as a wholeControlled Entities, 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 or any of and its subsidiaries Controlled Entities or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (GDS Holdings LTD)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or to the Company’s Knowledge, have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Centogene N.V.)

Title to Real and Personal Property. Except as disclosed described in each of the ProspectusTime of Sale Information and the Offering Memorandum and except with respect to the real and personal property held by Hurricane, LLC, a Massachusetts limited liability company, the Company and each of its subsidiaries have good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or (ii) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Immunogen Inc)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and 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 or personal property (provided that, for the avoidance of doubt, rights to Intellectual Property are addressed exclusively in Section 2(z) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Nkarta, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the Company Holdings and each of its subsidiaries have good and marketable title in and 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 or and personal property which that are material to the business respective businesses of the Company Holdings and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except Permitted Exceptions, liens pursuant to the Credit Facilities (unless paid in full as contemplated in Section 6(p) hereto) and those that (i1) 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 or any of Holdings and its subsidiaries subsidiaries, or (ii) would not reasonably be expectednot, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Edgen Murray II, L.P.)

Title to Real and Personal Property. Except as disclosed in the Registration Statement, General Disclosure Package and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Albireo Pharma, Inc.)

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Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, Intellectual Property Rights are addressed exclusively in Section 2(z) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (AN2 Therapeutics, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, use all items of real or and personal property which that are material to the business of the Company and its subsidiaries taken as a wholewhole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (x)), 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 as disclosed in the aggregateRegistration Statement, materially affect the value of such property and (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) as would not reasonably be expectednot, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (10x Genomics, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable valid title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 are described in the aggregateTime of Sale Information and the Offering Memorandum (including “Permitted Liens” described under the caption “Description of the Notes” in the Time of Sale Information and the Offering Memorandum), materially affect the value of such property and (ii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (ResCare Finance, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects except those other than liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Limelight Networks, Inc.)

Title to Real and Personal Property. Except as disclosed in the Registration Statement, Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Albireo Pharma, Inc.)

Title to Real and Personal Property. Except as disclosed described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, all items of tangible (whether real or personal personal) property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholedescribed in the Registration Statement, the Time of Sale Information and the Prospectus, 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 or any of and its subsidiaries or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Accuray Inc)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, rights to Intellectual Property rights are addressed exclusively in Section 6(ff) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, aggregate to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (Sutro Biopharma, Inc.)

Title to Real and Personal Property. Except as disclosed described in the Registration Statement, Time of Sale Information and the Prospectus, the Company and each its subsidiaries and, to the best of the Company’s knowledge, GPII and its subsidiaries have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholeand GPII and its subsidiaries, 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 any of GPII and its subsidiaries or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Advance Auto Parts Inc)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the Company and each of its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (Albireo Pharma, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, use all items of real or and personal property which that are material to the business of the Company and its subsidiaries taken as a wholewhole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (y), 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 as disclosed in the aggregateRegistration Statement, materially affect the value of such property and (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (ii) as would not reasonably be expectednot, singularly individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (10x Genomics, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries Subsidiaries have good and marketable title in and (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects defects, except those that such as (i) are described in the General Disclosure Package, (ii) that 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 or any of its subsidiaries Subsidiaries, or (iiiii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (YogaWorks, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, all items of real or and personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 are described in the aggregateRegistration Statement, materially affect the value Time of such property Sale Information and the Prospectus, (ii) are “Permitted Liens” as defined in the Indenture, (iii) do not materially interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiaries or (iiiv) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (GeoEye, Inc.)

Title to Real and Personal Property. Except as disclosed set forth in the ProspectusGeneral Disclosure Package, the Company and each of its subsidiaries have good and marketable title in and fee simple absolute (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Alliqua BioMedical, Inc.)

Title to Real and Personal Property. Except as disclosed described in each of the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable title in and 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 or and personal property which that are material to the business respective businesses of the Company and or any of its subsidiaries taken as a wholesubsidiaries, 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, not materially affect the value of such property and do not thereof or materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries them or (ii) would not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (CDK Global, Inc.)

Title to Real and Personal Property. Except as disclosed described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and each of its subsidiaries have good and marketable indefeasible title in and (in the case fee simple to all items of real property) to, or and good title to all items of personal property, or, in either case, have valid and marketable rights to lease or otherwise use, all items of such real or personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, 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 or any of and its subsidiaries or subsidiaries, (ii) would not reasonably be expected, singularly or in the aggregate, to have a Material Adverse EffectEffect or (iii) may exist pursuant to the Credit Agreement.

Appears in 1 contract

Samples: Underwriting Agreement (Coterra Energy Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have has good and marketable title in and (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real or personal property (provided that, for the avoidance of doubt, Intellectual Property Rights are addressed exclusively in Section 2(aa) above) which are material to the business of the Company and its subsidiaries taken as a wholeCompany, in each case free and clear of all liens, encumbrances, security interests, claims and defects 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 or any of its subsidiaries or (ii) would could not reasonably be expected, singularly or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (AN2 Therapeutics, Inc.)

Title to Real and Personal Property. Except as disclosed in the Prospectus, the The Company and each of its subsidiaries have good and marketable title in and (in the case of real property) fee simple to, or have valid and marketable rights to lease or otherwise use, use all items of real and personal property that are described or referred to in the Mortgages and all other real or personal property which that are material to the business respective businesses of the Company and its subsidiaries taken as a wholesubsidiaries, in each case free and clear of all liens, encumbrances, security interests, claims and defects and imperfections of title except with respect to the Mortgaged Properties, other than Permitted Exceptions and except with respect to all other real and personal property 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 or any of and its subsidiaries or (ii) would could not reasonably be expected, singularly individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Imco Recycling Inc)

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