Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 16 contracts
Samples: Underwriting Agreement (Verve Therapeutics, Inc.), Underwriting Agreement (Akoya Biosciences, Inc.), Underwriting Agreement (ImmunoGen, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 11 contracts
Samples: Underwriting Agreement (Sherwin Williams Co), Underwriting Agreement (Sherwin Williams Co), Underwriting Agreement (Haynes International Inc)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 10 contracts
Samples: Underwriting Agreement (Fox Factory Holding Corp), Underwriting Agreement (Fox Factory Holding Corp), Underwriting Agreement (Ollie's Bargain Outlet Holdings, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 9 contracts
Samples: Underwriting Agreement (Insulet Corp), Underwriting Agreement (HeartWare International, Inc.), Underwriting Agreement (Insulet Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have (i) good and marketable title in fee simple or valid leasehold interest to all real property and (in the case of real propertyii) to, or have valid rights good and marketable title to lease or otherwise use, all items of real and personal property and assets owned by them that are material to the respective businesses 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Disco (Guernsey) Holdings L.P. Inc.), Underwriting Agreement (Accenture PLC), Underwriting Agreement (Duck Creek Technologies, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 7 contracts
Samples: Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc), Underwriting Agreement (Advance Auto Parts Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 are otherwise disclosed in the Registration Statement, Time of Sale Information and the Prospectus or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.), Underwriting Agreement (Walgreens Boots Alliance, Inc.)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(v)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 6 contracts
Samples: Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.), Underwriting Agreement (Ceridian HCM Holding Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Palatin Technologies Inc), Underwriting Agreement (Palatin Technologies Inc), Underwriting Agreement (EnteroMedics Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Dyne Therapeutics, Inc.), Underwriting Agreement (Cyteir Therapeutics, Inc.)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(z)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 5 contracts
Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Partnership and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company Partnership 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 Partnership and its subsidiaries Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Ares Management Lp), Underwriting Agreement (Ares Management Lp)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(bb)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 5 contracts
Samples: Underwriting Agreement (Blue Owl Capital Corp), Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (La Quinta Holdings Inc.), Underwriting Agreement (La Quinta Holdings Inc.), Underwriting Agreement (La Quinta Holdings Inc.)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(aa)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 4 contracts
Samples: Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.), Underwriting Agreement (Sixth Street Specialty Lending, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case case, except as described in the Registration Statement, the Pricing Disclosure Package or the Prospectus, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc), Underwriting Agreement (Biocryst Pharmaceuticals Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and or the Prospectus, 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Palatin Technologies Inc), Equity Distribution Agreement (Ampio Pharmaceuticals, Inc.)
Title to Real and Personal Property. Except as described or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.), Underwriting Agreement (Brown & Brown, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 (other than Intellectual Property (as defined below), which is addressed exclusively in Section 3(v) below) that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 4 contracts
Samples: Underwriting Agreement (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.), Underwriting Agreement (Duckhorn Portfolio, Inc.)
Title to Real and Personal Property. Except Other than as described set forth in the Prospectus and the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Idt Corp), Underwriting Agreement (Net2phone Inc), Underwriting Agreement (Modem Media Inc)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries Subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Ares Management Corp), Underwriting Agreement (Ares Management Corp), Underwriting Agreement (Ares Management Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(w)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 3 contracts
Samples: Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.), Underwriting Agreement (TPG Specialty Lending, Inc.)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(ee)) 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) as otherwise described in the Pricing Disclosure Package and the Offering Memorandum or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 3 contracts
Samples: Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (Sixth Street Lending Partners), Purchase Agreement (Owl Rock Capital Corp II)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Nektar Therapeutics), Underwriting Agreement (Nektar Therapeutics), Underwriting Agreement (Virtusa Corp)
Title to Real and Personal Property. Except as described would not reasonably be expected, individually or in the Registration Statementaggregate, the Pricing Disclosure Package and the Prospectusto have a Material Adverse Effect, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property, which is subject to Section 3(cc)) 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) as otherwise described in the Registration Statement, the Pricing Disclosure Package and the Prospectus or (ii) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effectsubsidiaries.
Appears in 3 contracts
Samples: Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp), Underwriting Agreement (Owl Rock Capital Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust), Underwriting Agreement (Chesapeake Lodging Trust)
Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus, the Company and its subsidiaries 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 property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesor such Subsidiary, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Ignyta, Inc.), Sales Agreement (Ignyta, Inc.)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Halozyme Therapeutics Inc), Underwriting Agreement (Halozyme Therapeutics Inc)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries subsidiary 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Constellation Pharmaceuticals Inc), Underwriting Agreement (Constellation Pharmaceuticals Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries subsidiary 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Insulet Corp), Underwriting Agreement (Insulet Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property which is the subject of Section 2(u) below) that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kinsale Capital Group, Inc.), Underwriting Agreement (Kinsale Capital Group, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Cyteir Therapeutics, Inc.), Open Market Sale Agreement (Dyne Therapeutics, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets (other than intellectual property which is the subject of Section 3(v) below) 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Kinsale Capital Group, Inc.), Underwriting Agreement (Kinsale Capital Group, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have (i) leasehold interest to all real property and (ii) 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 owned by them that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Intapp, Inc.), Underwriting Agreement (Intapp, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 Liens except those that (i) are described in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Chart Industries Inc), Underwriting Agreement (Chart Industries Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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) are disclosed in the Registration Statement and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Annexon, Inc.), Common Stock Sales Agreement (Annexon, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expectedexpected to, individually or in the aggregate, to have result in a Material Adverse EffectChange.
Appears in 2 contracts
Samples: Open Market Sale Agreement (ImmunoGen, Inc.), Open Market Sale Agreement (ImmunoGen, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and Package, or the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Spectranetics Corp), Underwriting Agreement (Spectranetics Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Open Market Sale Agreement (Kala Pharmaceuticals, Inc.), Sales Agreement (Kala Pharmaceuticals, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Divx Inc), Underwriting Agreement (Voltaire Ltd.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement, Underwriting Agreement (EverQuote, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) are described in the Registration Statement and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Equity Distribution Agreement (Portland General Electric Co /Or/), Equity Distribution Agreement (Portland General Electric Co /Or/)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole, in each case case, except as disclosed in the Registration Statement, free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Bloom Energy Corp), Underwriting Agreement (Bloom Energy Corp)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses business of the Company and its subsidiariessubsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Conformis Inc), Sales Agreement (Agios Pharmaceuticals, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, as then amended or supplemented, 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Sales Agreement (Merrimack Pharmaceuticals Inc), Sales Agreement (Merrimack Pharmaceuticals Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 reflected in the financial statements included or incorporated by reference in the Registration Statement or described in the Registration Statement or the Prospectus 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Placement Agent Agreement (Oncothyreon Inc.), Placement Agency Agreement (Oncothyreon Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Spark Therapeutics, Inc.), Underwriting Agreement (Spark Therapeutics, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 necessary to the respective businesses of the Company and its subsidiariessubsidiaries (other than with respect to Intellectual Property (defined below), title to which is addressed exclusively in subsection (w) below), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Treace Medical Concepts, Inc.), Underwriting Agreement (Treace Medical Concepts, Inc.)
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Underwriting Agreement (Prime Medicine, Inc.), Open Market Sale Agreement (Prime Medicine, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 and defects and imperfections of title except those that (i) are disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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) are described in the Registration Statement, the Pricing Disclosure Package or Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property, if any) to, or have valid rights to lease or otherwise use, all items of real and tangible personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 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) are described in the Registration Statement, the Pricing Disclosure Package or Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Pacific Biosciences of California Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property (other than Intellectual Property, which is covered by Section 3(r) hereof) 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Mellanox Technologies, Ltd.)
Title to Real and Personal Property. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to the respective businesses 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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, taken as a whole, in each case free and clear of all liens, encumbrances, claims and claims, defects and imperfections of title title, except those that (i) secure the Credit Facility together with any other documents, agreements or instruments delivered in connection therewith, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 (other than with respect to Intellectual Property, title to which is addressed exclusively in Section 3(w)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Peloton Therapeutics, Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries considered as one enterprise or (ii) would not reasonably be expected, individually or in the aggregate, expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Statement and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expectednot, individually or in the aggregate, reasonably be expected, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Sales Agreement (SOPHiA GENETICS SA)
Title to Real and Personal Property. Except as described in each of the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed or incorporated by reference in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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 for (i) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would those could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) those that do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) those that would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus, the Company and its subsidiaries 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 property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters 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) would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectChange.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 own, lease or otherwise use, all items of real and personal property that are material necessary to the respective businesses of the Company and its subsidiariessubsidiaries taken as a whole (other than with respect to Intellectual Property, title to which is addressed exclusively in subsection (u)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the 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 (other than with respect to Intellectual Property, title to which is addressed exclusively in Section 3(nn)), in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) would not reasonably be expected, individually or in the aggregate, to have result in a Material Adverse EffectChange.
Appears in 1 contract
Title to Real and Personal Property. Except as described in or expressly contemplated by the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property that are material to each of 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Emergent BioSolutions Inc.)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Time of Sale Information and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable transferable 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) are described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Hornbeck Offshore Services Inc /La)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid 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) would could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Constellation Pharmaceuticals Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the The Company and its subsidiaries have good and marketable valid 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) secure the existing term loan facility of the Company as described in the Pricing Disclosure Package, (ii) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (iiiii) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid rights to lease or otherwise use, all items of real and personal property (other than Intellectual Property, which is covered by Section 3(t) hereof) 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Underwriting Agreement (Mellanox Technologies, Ltd.)
Title to Real and Personal Property. Except as described set forth in the Registration Statement, the Pricing Disclosure Package and Statement or the Prospectus, the Company and its subsidiaries 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 property owned by them, good and valid title to all personal property described in the Registration Statement or Prospectus as being owned by them that are material to the respective businesses of the Company and its subsidiariesSubsidiaries, in each case free and clear of all liens, encumbrancesencumbrances and claims, claims and defects and imperfections of title except those matters 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) would not reasonably be expectednot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Title to Real and Personal Property. Except as described disclosed in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information, the Company and its subsidiaries subsidiary 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract
Samples: Open Market Sale Agreement (Constellation Pharmaceuticals Inc)
Title to Real and Personal Property. Except as described in the Registration Statement, the Pricing Disclosure Package Prospectus and the ProspectusTime of Sale Information, the Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) 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 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) would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Appears in 1 contract