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

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 191 contracts

Samples: Purchase Agreement (Matthews International Corp), Underwriting Agreement (Legacy Education Inc.), Distribution Agreement (Axon Enterprise, Inc.)

AutoNDA by SimpleDocs

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 84 contracts

Samples: Underwriting Agreement (Hormel Foods Corp /De/), Letter Agreement (Karat Packaging Inc.), Sales Agreement (iTeos Therapeutics, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 27 contracts

Samples: Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/), Pricing Agreement (America Movil Sab De Cv/)

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 rights to lease or otherwise use, all items of real and personal property 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 25 contracts

Samples: Sales Agreement (Terns Pharmaceuticals, Inc.), Letter Agreement (Terns Pharmaceuticals, Inc.), Underwriting Agreement (ProFrac Holding Corp.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 19 contracts

Samples: Underwriting Agreement (Birkenstock Holding PLC), Underwriting Agreement (Birkenstock Holding LTD), Equity Distribution Agreement (Nurix Therapeutics, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 16 contracts

Samples: Sales Agreement (Twist Bioscience Corp), Twist Bioscience Corp, Twist Bioscience Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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, as disclosed or incorporated by reference in each of the Registration Statement, the Time of Sale Information and the Prospectus.

Appears in 14 contracts

Samples: Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.), Underwriting Agreement (W. P. Carey Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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, expected to have a Material Adverse Effect.

Appears in 12 contracts

Samples: Underwriting Agreement (Navient Corp), Navient Corp, Navient Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, own or have valid rights to lease or otherwise use, all items of real and personal property 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) are described in the Registration Statement and the Prospectus or (iiiii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 11 contracts

Samples: Market Issuance Sales Agreement (Novavax Inc), Novavax Inc, Common Stock (Novavax 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 rights to lease or otherwise use, all items of real and personal property 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 expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 10 contracts

Samples: Underwriting Agreement (Tufin Software Technologies Ltd.), Tufin Software Technologies Ltd., Forum Energy Technologies, 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 subsidiariesCompany, 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 8 contracts

Samples: Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, Inc.), Underwriting Agreement (ZS Pharma, 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 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 significant subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 8 contracts

Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal)

Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 7 contracts

Samples: Underwriting Agreement (Tru Shrimp Companies, Inc.), Sales Agreement (Relay Therapeutics, Inc.), Relay Therapeutics, Inc.

Title to Real and Personal Property. The Company and its significant subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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: South Jersey (South Jersey Industries Inc), South Jersey (South Jersey Industries Inc), South Jersey (South Jersey Industries Inc)

Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesCompany, 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 6 contracts

Samples: Underwriting Agreement (Otonomy, Inc.), Otonomy, Inc., Otonomy, 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 rights to lease or otherwise use, all items of real and personal property 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 (Flagstar Bancorp Inc), Underwriting Agreement (Flagstar Bancorp Inc), Underwriting Agreement (Flagstar Bancorp 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 subsidiariesCompany, 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 5 contracts

Samples: Securities Purchase Agreement (Kura Oncology, Inc.), Underwriting Agreement (Kythera Biopharmaceuticals 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 rights to lease or otherwise use, all items of real and personal property 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 significant subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Underwriting Agreement (ArcelorMittal), Underwriting Agreement (ArcelorMittal), ArcelorMittal

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 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 4 contracts

Samples: Moove Lubricants Holdings, dLocal LTD, dLocal LTD

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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) are described in each of the Time of Sale Information and the Offering Memorandum.

Appears in 4 contracts

Samples: Cemex Sa De Cv, Cemex Sa De Cv, Cemex Sa De Cv

Title to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that which 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) arise under the KCS Credit Facilities or (ii) 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, expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Letter Agreement (Kansas City Southern), Kansas City Southern (Kansas City Southern), Kansas City Southern

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material necessary 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 4 contracts

Samples: Letter Agreement (Immunome Inc.), Erasca, Inc., Erasca, 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 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 expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Newmont Mining Corp /De/, Newmont Mining Corp /De/, Newmont Mining Corp /De/

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable valid title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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: Purchase Agreement (Fifth & Pacific Companies, Inc.), Purchase Agreement (Claiborne Liz Inc), Purchase Agreement (Claiborne Liz Inc)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title 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 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 4 contracts

Samples: Uil Holdings Corp, Uil Holdings Corp, Uil Holdings Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property 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 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 (Revolution Medicines, Inc.), Underwriting Agreement (Revolution Medicines, Inc.), Revolution Medicines, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 expectedexpected to, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Underwriting Agreement (Central Garden & Pet Co), Central Garden & Pet Co, Underwriting Agreement (Central Garden & Pet Co)

Title to Real and Personal Property. The Except as discussed in the Registration Statement, the Time of Sale Information and the Prospectus, the Company and its subsidiaries have has good and marketable title in fee simple to, or have has valid 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 subsidiariesCompany, 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 4 contracts

Samples: Underwriting Agreement (Berry Petroleum Co), Underwriting Agreement (Berry Petroleum Co), Berry Petroleum Co

Title to Real and Personal Property. The Company and its subsidiaries have good do not own any real property and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Sales Agreement (Zafgen, Inc.), Zafgen, Inc., Zafgen, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 (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 (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/), Underwriting Agreement (Idex Corp /De/)

Title to Real and Personal Property. Neither Company nor any of its subsidiaries own any real property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, use all items of real and personal property 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 3 contracts

Samples: Quanterix Corp, Quanterix Corp, Quanterix Corp

Title to Real and Personal Property. The Company and its subsidiaries have good do not own any real property. The Company and marketable title in fee simple to, or its subsidiaries have valid rights to lease or otherwise use, all items of real and personal property 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 3 contracts

Samples: Underwriting Agreement, Underwriting Agreement (Urovant Sciences Ltd.), Urovant Sciences 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) 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 their respective businesses of the Company and its subsidiariesbusinesses, 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 (Shake Shack Inc.), Underwriting Agreement (Shake Shack Inc.), Underwriting Agreement (Shake Shack Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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: Sales Agreement (Solid Biosciences Inc.), Sales Agreement (Solid Biosciences Inc.), Sales Agreement (Solid Biosciences Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Keysight Technologies, Inc., Underwriting Agreement (Keysight Technologies, Inc.), World Wrestling Entertainmentinc

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 rights to lease or otherwise use, all items of real and personal property 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 prevent 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 (Ormat Technologies, Inc.), Underwriting Agreement (Ormat Technologies, Inc.), Letter Agreement (Ormat Technologies, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 3 contracts

Samples: Centuri Holdings, Inc., Squarespace, Inc., Squarespace, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable valid title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 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 3 contracts

Samples: Denbury Resources Inc, Denbury Resources Inc, Denbury Resources Inc

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, own or have valid rights to lease or otherwise use, use all items of real and personal property 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 are described in the Offering Memorandum and the Time of Sale Information or (iii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Letter Agreement (Ironwood Pharmaceuticals Inc), Letter Agreement, Purchase Agreement (Ironwood Pharmaceuticals Inc)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 3 contracts

Samples: Underwriting Agreement (Magenta Therapeutics, Inc.), Underwriting Agreement (Magenta Therapeutics, Inc.), Magenta Therapeutics, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 expectedwould not, individually or in the aggregate, reasonably be excepted to have a Material Adverse Effect.

Appears in 3 contracts

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

Title to Real and Personal Property. The Company and its subsidiaries have good do not own any real property. The Company and marketable title in fee simple to, or its subsidiaries have valid rights to lease or otherwise use, all items of real and personal property 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: Dova Pharmaceuticals, Inc., Dova Pharmaceuticals, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material necessary 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 2 contracts

Samples: Acutus Medical, Inc., Acutus 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 rights to lease or otherwise use, all items of real and personal property 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) are described in the Registration Statement, the Time of Sale Information and the Prospectus.

Appears in 2 contracts

Samples: Newpark Resources Inc, Virtusa Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company taken as a whole 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: Omneon Video Networks, Inc., Omneon Video Networks, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, charge, 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 (Cheesecake Factory Inc), Cheesecake Factory 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 expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (BG Medicine, Inc.), Underwriting Agreement (BG Medicine, 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 rights to lease or otherwise use, all items of real and personal property 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 expectednot, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Hydrofarm Holdings Group, Inc.), Hydrofarm Holdings Group, Inc.

Title to Real and Personal Property. The Company and or its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 2 contracts

Samples: Underwriting Agreement (First Mercury Financial Corp), First Mercury Financial Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses business of the Company taken as a whole 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 EffectEffect and such personal property is usable by the Company in the ordinary course of its business.

Appears in 2 contracts

Samples: Preferred Stock Purchase Agreement (Omneon Video Networks, Inc.), Common Stock Purchase Agreement (Omneon Video Networks, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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: Sales Agreement (Molecular Partners Ag), Molecular Partners Ag

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or Designated Subsidiaries collectively have valid rights to lease or otherwise use, use all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (SiriusPoint LTD), Underwriting Agreement (SiriusPoint 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) to, or have valid 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 2 contracts

Samples: Underwriting Agreement (Eloqua, Inc.), Eloqua, 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 subsidiariesCompany, 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: Inogen Inc, Inogen Inc

Title to Real and Personal Property. The Company Company, the LLC and its their respective subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the their respective businesses of the Company and its subsidiariesbusinesses, 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 Company, the LLC and its their respective 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 (Nextracker Inc.), Underwriting Agreement (Nextracker 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 2 contracts

Samples: Seres Therapeutics, Inc., Seres Therapeutics, Inc.

Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 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 2 contracts

Samples: Underwriting Agreement (Watchdata Technologies Ltd.), Underwriting Agreement (Watchdata Technologies Ltd.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Intuit Inc), Nordson Corp

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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) are described in the Registration Statement, the Time of Sale Information and the Prospectus.

Appears in 2 contracts

Samples: Hubbell Inc, Hubbell Inc

AutoNDA by SimpleDocs

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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, 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 (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Carpenter Technology Corp), Underwriting Agreement (Carpenter Technology 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 rights to lease or otherwise use, all items of real and personal property 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: SJW Group, SJW Group

Title to Real and Personal Property. The Company and its subsidiaries have has good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal other property that are material to the respective businesses of the Company and its subsidiariesowned by it, 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 described in the use made Registration Statement, the Time of Sale Information and proposed to be made of such property by the Company and its subsidiaries Prospectus or (ii) could not reasonably be expectedthat would not, individually or in the aggregate, to have a Material Adverse Effect. Except as described in the Registration Statement, the Time of Sale Information and the Prospectus, the Company holds all leased real and other property under valid and enforceable leases, with such exceptions as would not have a Material Adverse Effect.

Appears in 2 contracts

Samples: Underwriting Agreement (Continental Resources Inc), Continental Resources Inc

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 expectedwould not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Trean Insurance Group, Inc., Trean Insurance Group, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 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 Distribution Agreement (CVRx, Inc.), Underwriting Agreement (CVRx, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 2 contracts

Samples: Underwriting Agreement (SPX Corp), SPX Corp

Title to Real and Personal Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid 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 expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Grupo Aval Acciones Y Valores S.A.

Title to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in fee simple tosimple, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and each of its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (ia) do not materially interfere with the use made and proposed to be made of such property by the Company and or any of its subsidiaries or (iib) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting and Agency Agreement (Suzano S.A.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (Eigentum) to, or have valid rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Sales Agreement (InflaRx N.V.)

Title to Real and Personal Property. The Each of the Company and each of its subsidiaries have has good and marketable title in fee simple (in the case of real property) to, or have has valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesbusiness, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Kythera Biopharmaceuticals Inc)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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, or (iii) are disclosed in the Disclosure Documents.

Appears in 1 contract

Samples: HilleVax, Inc.

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and tangible personal property 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 1 contract

Samples: Underwriting Agreement (Krispy Kreme, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 title, except for 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 1 contract

Samples: Underwriting Agreement (Kraft Heinz 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 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 subsidiariesCompany, 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 1 contract

Samples: Underwriting Agreement (Anacor Pharmaceuticals Inc)

Title to Real and Personal Property. The Company and its subsidiaries own no real property and have good valid and marketable title in fee simple to, or have valid 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, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Xactly Corp)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 subsidiaries, or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Semtech Corp)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Underwriting Agreement (Carpenter Technology Corp)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable valid title (in fee simple the case of real property) to, or have valid 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 1 contract

Samples: Underwriting Agreement (Neophotonics Corp)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple (in the case of owned real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company 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 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 1 contract

Samples: Distribution Agreement (Nine Energy Service, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case case, to the knowledge 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 are set forth in, or contemplated by, the use made Registration Statement, the Time of Sale Information and proposed to be made of such property by the Company and its subsidiaries Prospectus or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Underwriting Agreement (Bloomfield Bakers, a California Limited Partnership)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 Offering Memorandum 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 1 contract

Samples: Purchase Agreement (Acetex 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 rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Bottomline Technologies Inc /De/

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 rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Pentair Inc

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Underwriting Agreement (Wright Express CORP)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 subsidiaries, or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sales Agreement (Desktop Metal, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real real, personal and personal intangible property 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 1 contract

Samples: Graham Holdings Co

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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.. (v)

Appears in 1 contract

Samples: Underwriting Agreement (Similarweb Ltd.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or to all real property and 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 1 contract

Samples: Melinta Therapeutics, Inc. /New/

Title to Real and Personal Property. The Company and each of its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are which is 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) such as are described in the Time of Sale Information or the Offering Memorandum or such as 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 that would not be reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Kinetic Concepts Inc /Tx/

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 rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiaries, in each case case, to the knowledge 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 are set forth in, or contemplated by, the use made Time of Sale Information and proposed to be made of such property by the Company and its subsidiaries Offering Memorandum or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Ralcorp Holdings Inc /Mo

Title to Real and Personal Property. The Company and its subsidiaries the Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesthe 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 the Subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: 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 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 1 contract

Samples: Dealer Manager Agreement (Hutchinson Technology Inc)

Title to Real and Personal Property. The Company owns no real property and the Company and its subsidiaries have good and marketable title in fee simple to, or Subsidiary have valid rights to lease or otherwise use, all items of real and personal property 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 any of its subsidiaries 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 1 contract

Samples: Underwriting Agreement (Zomedica Pharmaceuticals Corp.)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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) are described in the Registration Statement, the Time of Sale Information and the Prospectus.

Appears in 1 contract

Samples: Sirtris Pharmaceuticals, 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 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 subsidiariestaken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Jounce Therapeutics, Inc.

Title to Real and Personal Property. The Company and its subsidiaries the Subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesthe Subsidiary, 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 the Subsidiary or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Sirius Satellite (Apollo Advisors Iv Lp)

Title to Real and Personal Property. The Company and its subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 (“Liens”) 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 1 contract

Samples: Underwriting Agreement (Frequency Therapeutics, Inc.)

Title to Real and Personal Property. The Company and its subsidiaries Subsidiary have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property 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 1 contract

Samples: Myogen Inc

Title to Real and Personal Property. The Except as described in the Prospectus, the Company and its subsidiaries Material Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses of the Company and its subsidiariesproperty, 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 Material Subsidiaries or (ii) could not reasonably be expectedwould not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 1 contract

Samples: Terms Agreement (Gold Fields LTD)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!