Common use of Title to Properties Clause in Contracts

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 15 contracts

Sources: Underwriting Agreement (Coorstek Inc), Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Citysearch Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 15 contracts

Sources: Underwriting Agreement (Alphanet Solutions Inc), Underwriting Agreement (Melita International Corp), Underwriting Agreement (Ramp Networks Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 7 contracts

Sources: Underwriting Agreement (Reynard Motorsport Inc), Underwriting Agreement (Petroleum Development Corp), Underwriting Agreement (Dave & Busters Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 6 contracts

Sources: Underwriting Agreement (Verona Pharma PLC), Underwriting Agreement (Tcr2 Therapeutics Inc.), Underwriting Agreement (Forma Therapeutics Holdings, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 5 contracts

Sources: Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Sierra Oncology, Inc.), Underwriting Agreement (Miragen Therapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has possess good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.

Appears in 5 contracts

Sources: Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.), Underwriting Agreement (Cidara Therapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)by it, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are disclosed in the Time of Sale Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 5 contracts

Sources: Underwriting Agreement (Horizon Therapeutics Public LTD Co), Underwriting Agreement (Horizon Pharma PLC), Underwriting Agreement (Horizon Pharma PLC)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 5 contracts

Sources: Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.), Underwriting Agreement (Aclaris Therapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to incorporated by reference in Section 1(i) above the Registration Statement or the Prospectus (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except in such cases as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 5 contracts

Sources: Open Market Sale Agreement (Waitr Holdings Inc.), Open Market Sale Agreement (Waitr Holdings Inc.), Open Market Sale Agreement (Waitr Holdings Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except for such as do not materially are described in the Registration Statement, the Time of Sale Prospectus and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 5 contracts

Sources: Underwriting Agreement (Pluristem Therapeutics Inc), Underwriting Agreement (Pluristem Therapeutics Inc), Underwriting Agreement (Pluristem Therapeutics Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do could not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 4 contracts

Sources: Underwriting Agreement (Newlink Genetics Corp), Underwriting Agreement (TherapeuticsMD, Inc.), Underwriting Agreement (TherapeuticsMD, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects except as would not reasonably be expected, except such as do not materially and adversely affect individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 4 contracts

Sources: Underwriting Agreement (KalVista Pharmaceuticals, Inc.), Underwriting Agreement (KalVista Pharmaceuticals, Inc.), Underwriting Agreement (KalVista Pharmaceuticals, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryCompany. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.

Appears in 3 contracts

Sources: Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Somaxon Pharmaceuticals, Inc.), Underwriting Agreement (Ziopharm Oncology Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions exceptions, if any, as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 3 contracts

Sources: Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc)

Title to Properties. The Except as otherwise disclosed in the Disclosure Package and the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(r) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect would not, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryaggregate, have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with would not, individually or in the use made or proposed to be made of such real propertyaggregate, improvements, equipment or personal property by the Company or such subsidiaryhave a Material Adverse Effect.

Appears in 3 contracts

Sources: Underwriting Agreement (Intercontinental Exchange, Inc.), Underwriting Agreement (Intercontinental Exchange, Inc.), Underwriting Agreement (Intercontinental Exchange, Inc.)

Title to Properties. The Company and each of its subsidiaries has the Subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) 3.09 above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 3 contracts

Sources: Atm Agency Agreement (India Globalization Capital, Inc.), Atm Agency Agreement (India Globalization Capital, Inc.), Atm Agency Agreement (India Globalization Capital, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions exceptions, if any, as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 3 contracts

Sources: Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc), Underwriting Agreement (Ibasis Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 3 contracts

Sources: Underwriting Agreement (Creditrust Corp), Underwriting Agreement (Gasonics International Corp), Underwriting Agreement (Quest Software Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 3 contracts

Sources: Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (Texas Market Tire, Inc.), Purchase Agreement (Hutchinson Technology Inc)

Title to Properties. The Neither the Company nor any Subsidiary owns any real property, and the Company and each of its subsidiaries has the Subsidiaries have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in the Registration Statement and the Prospectus), in each case free and clear of any material security interests, mortgages, pledges, liens, encumbrances, equities, claims claims, and other defectsdefects or restrictions of any kind, except such as do not materially described in the Registration Statement and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvementsequipment, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 3 contracts

Sources: Sales Agreement (Raptor Pharmaceutical Corp), Sales Agreement (Raptor Pharmaceutical Corp), Sales Agreement (Raptor Pharmaceutical Corp)

Title to Properties. The Except as otherwise disclosed in the Registration Statement, Time of Sale Prospectus and the Prospectus, the Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 3 contracts

Sources: Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.), Underwriting Agreement (Green Plains Inc.)

Title to Properties. The Except as disclosed in the Preliminary Prospectus and in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)by them, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except (i) such as do would not materially and adversely affect the value of such property and do (ii) such as would not materially interfere with the current use made or proposed to be made of such property by the Company or such subsidiary, as the case may be. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do would not materially interfere with the current use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, as the case may be.

Appears in 2 contracts

Sources: Underwriting Agreement (Natural Gas Services Group Inc), Underwriting Agreement (Natural Gas Services Group Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Echelon Corp), Underwriting Agreement (Firepond Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement, Underwriting Agreement (Nightstar Therapeutics LTD)

Title to Properties. The Company and each of its subsidiaries has Subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(j) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do otherwise disclosed in the Registration Statement and the Prospectus or as would not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed reasonably be expected to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its Subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 2 contracts

Sources: Sales Agreement (Auris Medical Holding AG), Sales Agreement (Auris Medical Holding AG)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary. The Company and its subsidiaries do not own any real property.

Appears in 2 contracts

Sources: Underwriting Agreement (IGM Biosciences, Inc.), Underwriting Agreement (IGM Biosciences, Inc.)

Title to Properties. The Company and each of its subsidiaries has the Subsidiary have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary the Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarythe Subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Kite Pharma, Inc.), Underwriting Agreement (Kite Pharma, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties material real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(i) above (or elsewhere in the Registration Statement or the Prospectus) (other than intellectual property, which is addressed exclusively in 6(s) above), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, defects except such as do not materially are described in the Registration Statement and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryProspectus. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Sales Agreement (NewAmsterdam Pharma Co N.V.), Sales Agreement (NewAmsterdam Pharma Co N.V.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(iparagraph (m) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Purchase Agreement (Rayovac Corp), Purchase Agreement (Rayovac Corp)

Title to Properties. The Company and each of its subsidiaries has the Subsidiaries have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) 3.10 above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 2 contracts

Sources: Open Market Sale Agreement (Ener1 Inc), Open Market Sale Agreement (Ener1 Inc)

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(n) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 2 contracts

Sources: Purchase Agreement (Tempur Sealy International, Inc.), Purchase Agreement (Tempur Sealy International, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(l) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Nuvasive Inc), Underwriting Agreement (Nuvasive Inc)

Title to Properties. Except as otherwise disclosed in the Prospectus, The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interestsLiens, mortgages, liens, encumbrances, equities, claims equities and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Infosys Technologies LTD), Underwriting Agreement (Infosys Technologies LTD)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such other than as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Evolus, Inc.), Underwriting Agreement (Evolus, Inc.)

Title to Properties. The Except as disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable valid title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with have or result in a Material Adverse Change to the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Equity Distribution Agreement (Applied Optoelectronics, Inc.), Equity Distribution Agreement (Applied Optoelectronics, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(a)(xiv) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially disclosed in the Registration Statement, the General Disclosure Package and adversely affect the value of such property and do not materially interfere with Prospectus or where failure would not, individually or in the use made or proposed to be made of such property by the Company or such subsidiaryaggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with except where such exceptions as are not material and do not materially interfere with failure would not, individually or in the use made or proposed to be made of such real propertyaggregate, improvements, equipment or personal property by the Company or such subsidiaryresult in a Material Adverse Change.

Appears in 2 contracts

Sources: Underwriting Agreement (Ferguson Enterprises Inc. /DE/), Underwriting Agreement (Ferguson Enterprises Inc. /DE/)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(p) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as are described in the Disclosure Package and the Prospectus or such as do not materially and adversely affect would not, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryaggregate, have a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions leases except as are not material described in the Disclosure Package and the Prospectus or such as do not materially interfere with and would not, individually or in the use made or proposed to be made of such real propertyaggregate, improvements, equipment or personal property by the Company or such subsidiaryhave a Material Adverse Effect.

Appears in 2 contracts

Sources: Underwriting Agreement (St Jude Medical Inc), Underwriting Agreement (St Jude Medical Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property in the aggregate and do not materially interfere with the use made or proposed to be made of such property in the aggregate by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property (in each case in the aggregate) by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Symmetry Medical Inc.), Underwriting Agreement (Symmetry Medical Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(a)(12) above (or elsewhere in the Registration Statement and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property material to its business held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Placement Agency Agreement (Erytech Pharma S.A.), Placement Agency Agreement (Erytech Pharma S.A.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(j) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Emulex Corp /De/), Underwriting Agreement (Net Perceptions Inc)

Title to Properties. The Company and each of its subsidiaries has good and, in the case of any real property, good and marketable marketable, title to all the properties and assets reflected as owned by it in the financial statements referred to in Section 1(i) above (or elsewhere included in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (American Capital Strategies LTD), Underwriting Agreement (American Capital, LTD)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the of its respective properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as may be reflected in such financial statements and such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Atrix Laboratories Inc), Underwriting Agreement (Atrix Laboratories Inc)

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such and its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any and its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such and its subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Smart Move, Inc.), Underwriting Agreement (Smart Move, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(x) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected to, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryaggregate, result in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.. ​

Appears in 2 contracts

Sources: Equity Distribution Agreement (Altimmune, Inc.), Equity Distribution Agreement (Altimmune, Inc.)

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (TTM Technologies Inc), Underwriting Agreement (TTM Technologies Inc)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.

Appears in 2 contracts

Sources: Underwriting Agreement (Rent Way Inc), Underwriting Agreement (Rf Micro Devices Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(l) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except where the failure to have such as do title could not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are could not material and do not materially interfere with reasonably be expected, individually or in the use made or proposed aggregate, to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryresult in a Material Adverse Change.

Appears in 2 contracts

Sources: Shares of Common Stock Sales Agreement (C4 Therapeutics, Inc.), Sales Agreement (C4 Therapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (International Manufacturing Services Inc), Underwriting Agreement (International Manufacturing Services Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Miragen Therapeutics, Inc.), Underwriting Agreement (Stealth BioTherapeutics Corp)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) 1 above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Purchase Agreement (Speedway TBA, Inc.), Purchase Agreement (Speedway Motorsports Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Caminus Corp), Underwriting Agreement (Mypoints Com Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(p) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Purchase Agreement (Texas Industries Inc), Purchase Agreement (Chaparral Steel CO)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i6(i) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where failure to so possess would not materially and adversely affect reasonably be expected to, individually or in the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiaryaggregate, result in a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Sales Agreement (Kezar Life Sciences, Inc.), Sales Agreement (Kezar Life Sciences, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(il(A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Underwriting Agreement (Healthcare Financial Partners Inc), Underwriting Agreement (Healthcare Financial Partners Inc)

Title to Properties. The Each of the Company and each of its subsidiaries Subsidiary has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(m) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary its Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 2 contracts

Sources: Open Market Sale Agreement (Sol-Gel Technologies Ltd.), Open Market Sale Agreement (Sol-Gel Technologies Ltd.)

Title to Properties. The Company and each of its subsidiaries has good and marketable valid title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere included in the Prospectus)Final Offering Memorandum, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not not, individually or in the aggregate, materially and adversely affect the value of such property and do not not, individually or in the aggregate, materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not not, singly or in the aggregate, materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Barnes Group Inc)

Title to Properties. The Except as would not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Change, the Company and each of its subsidiaries has have good and marketable title to all of the properties personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary. The Company and its subsidiaries do not own any real property.

Appears in 1 contract

Sources: Underwriting Agreement (Artiva Biotherapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such and its subsidiary. The real property, buildings, improvements, equipment and personal property held under lease by the Company or any and its subsidiary are held under valid valid, subsisting and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such and its subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Converted Organics Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)by it, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as are described in the Prospectus or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are described in the Prospectus or are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Sales Agreement (Horizon Pharma, Inc.)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects except as would not reasonably be expected, except such as do not materially and adversely affect individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Threshold Pharmaceuticals Inc)

Title to Properties. The Company and each of its subsidiaries has subsidiary have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(h) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Navisite Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Universal American Financial Corp)

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(p) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Tempur Pedic International Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Viridian Therapeutics, Inc.\DE)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Tvia Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(m) above hereof (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Speedway Motorsports Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Synagro Technologies Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such other than as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Evolus, Inc.)

Title to Properties. The Except as disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the real property and good title to all other properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarysubsidiary or with such exceptions that would not result in a Material Adverse Change.

Appears in 1 contract

Sources: Underwriting Agreement (Alnylam Pharmaceuticals Inc)

Title to Properties. The Each of the Company and each of its subsidiaries subsidiary has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Ebenx Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A)(n) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) 2.7 above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Avanir Pharmaceuticals)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1A(j) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defectsdefects except as would not, except such as do not materially and adversely affect individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, reasonably be expected to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Sucampo Pharmaceuticals, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Uk Abba Products Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the any Applicable Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and assets and do not materially interfere with the use made or proposed to be made of such property and assets by the Company or such subsidiaryCompany. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under leases which are valid and enforceable leasesagainst the Company and, to the Company’s knowledge, the other parties thereto, in each case with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiaryCompany.

Appears in 1 contract

Sources: Underwriting Agreement (Celldex Therapeutics, Inc.)

Title to Properties. The Each of the Company and each of its subsidiaries Subsidiary has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i‎Section 2(m) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Effect. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary its Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Open Market Sale Agreement (Sol-Gel Technologies Ltd.)

Title to Properties. The Company and Except as otherwise disclosed in the Offering Memorandum, each of its subsidiaries Holdings and the Company has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) 1 above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims Liens except Liens as described in the Offering Memorandum and other defects, except Liens such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by Holdings and the Company or such subsidiaryCompany, taken as a whole. The real property, improvements, equipment and personal property held under lease by Holdings or the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by Holdings or the Company or such subsidiaryCompany.

Appears in 1 contract

Sources: Purchase Agreement (McP-MSC Acquisition, Inc.)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the properties real and assets personal property reflected as owned in the financial statements referred to in Section 1(i‎Section 2(m) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims encumbrances and other defects, except such as do where the failure to so possess would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary, in each case except as described in the Prospectus.

Appears in 1 contract

Sources: Open Market Sale Agreement (Seelos Therapeutics, Inc.)

Title to Properties. The Each of the Company and each of its subsidiaries subsidiary has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1.A.(m) above (or elsewhere in the Disclosure Package and the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment property or personal property by the Company or such its subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (RAM Holdings Ltd.)

Title to Properties. The Except as otherwise disclosed in the Registration Statement and the Prospectus, the Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(k) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed defects that would reasonably be expected to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Open Market Sale Agreement (VistaGen Therapeutics, Inc.)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(a)(i) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Rudolph Technologies Inc)

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(m) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Tempur Sealy International, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1 (A) (i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Action Performance Companies Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.subsidiary.‌‌‌‌‌‌‌

Appears in 1 contract

Sources: Underwriting Agreement

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(l) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (California Steel Industries Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Plexus Corp)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i2(l) above (or elsewhere in the Registration Statement or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do where the failure to so possess would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryresult in a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Open Market Sale Agreement (SQZ Biotechnologies Co)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(h) above (or elsewhere in the Prospectus), in each case free and clear of any security interestsinterest, mortgagesmortgage, lienslien, encumbrancesencumbrance, equitiesequity, claims claim and other defectsdefect, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Verisity LTD)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i) above (included or elsewhere incorporated by reference in the Prospectus)Final Circular, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarysubsidiary or disclosed in the Final Circular. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Alkermes Inc)

Title to Properties. The Company and each of its subsidiaries Subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)by it, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as set forth in the Time of Sale Document and Final Offering Memorandum or as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiarySubsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary Subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiarySubsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Nektar Therapeutics)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(f) above (or elsewhere in the Prospectus)above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Neurocrine Biosciences Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i1(k) above (or elsewhere in the Registration Statement, the Time of Sale Prospectus or the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do would not materially and adversely affect reasonably be expected, individually or in the value of such property and do not materially interfere with the use made or proposed aggregate, to be made of such property by the Company or such subsidiaryhave a Material Adverse Change. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary of its subsidiaries are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Candel Therapeutics, Inc.)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(p) above (or elsewhere in the Prospectus)hereof, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except as disclosed in the Offering Memorandum and except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (VERRA MOBILITY Corp)

Title to Properties. The Except as disclosed in the SEC Reports and the Placement Memorandum, the Company and each of its subsidiaries has good and marketable title to all of the properties real and personal property and other assets reflected as owned in the financial statements referred to in Section 1(i) above (or elsewhere in the Prospectus)by each, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, adverse claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The To the Company’s knowledge, the real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Note Purchase Agreement (Horizon Pharma, Inc.)

Title to Properties. The Except as otherwise disclosed in the Prospectus, the Company and each of its subsidiaries subsidiary has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(A) above (or elsewhere in the Prospectus)i) above, in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such its subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any its subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such its subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Filetek Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(o) above (or elsewhere in the ProspectusOffering Memorandum), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Purchase Agreement (Texas Industries Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(I) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (American Banknote Corp)

Title to Properties. The Company and each of its subsidiaries has good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(j) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Preview Systems Inc)

Title to Properties. The Company and each of its subsidiaries has have good and marketable title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i2(m) above (or elsewhere in the ProspectusProspectus Supplement), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material material, and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Orchid Biosciences Inc)

Title to Properties. The Company and each of its subsidiaries has good and marketable indefeasible title to all the properties and assets reflected as owned in the financial statements referred to in Section 1(i1(a)(xiii) above (or elsewhere in the Prospectus), in each case free and clear of any security interests, mortgages, liens, encumbrances, equities, claims and other defects, except such as do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or such subsidiary. The real property, improvements, equipment and personal property held under lease by the Company or any subsidiary are held under valid and enforceable leases, with such exceptions as are not material and do not materially interfere with the use made or proposed to be made of such real property, improvements, equipment or personal property by the Company or such subsidiary.

Appears in 1 contract

Sources: Underwriting Agreement (Landrys Restaurants Inc)