Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: Purchase Agreement (Cypress Semiconductor Corp /De/), Purchase Agreement (Osi Systems Inc), Purchase Agreement (Cypress Semiconductor Corp /De/)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: At the Market Equity Offering Sales Agreement (ONESPAWORLD HOLDINGS LTD), At the Market Equity Offering Sales Agreement (Inovio Pharmaceuticals, Inc.), At the Market Equity Offering Sales Agreement (Inovio Pharmaceuticals, Inc.)
Title to Property. The Each of the Company and its subsidiaries have has good and marketable title in fee simple to all of its real property and personal properties, reflected as owned by them and good title to all other properties owned by themin the consolidated financial statements or as described in the Prospectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (A1) are described reflected in the General Disclosure Package and the Final Offering Memorandum or such consolidated financial statements, (B2) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all such subsidiary or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described used in the General Disclosure Package and the Final Offering Memorandum, its business are in full force and effect, except where the failure of such leases and neither subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company nor or any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Renasant Corp), Underwriting Agreement (Oceanfirst Financial Corp), Underwriting Agreement (Renasant Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.), Underwriting Agreement (TCP Capital Corp.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property as currently used or intended to be used and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: International Purchase Agreement (Autonation Inc /Fl), u.s. Purchase Agreement (Autonation Inc /Fl), u.s. Purchase Agreement (Republic Services Inc)
Title to Property. The Company and its subsidiaries the Group Entities have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and except as disclosed in the Registration Statement, the General Disclosure Package and the Prospectus, all of the leases and subleases material to the business of the Company and its subsidiariesthe Group Entities, considered as one enterprise, and under which the Company or any of its subsidiaries the Group Entities holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Group Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Group Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Group Entities to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: Underwriting Agreement (Wowo LTD), Underwriting Agreement (Wowo LTD), Underwriting Agreement (Wowo LTD)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc), Underwriting Agreement (Taylor Capital Group Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all Subsidiary. All of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 4 contracts
Sources: Underwriting Agreement (Colony Bankcorp Inc), Underwriting Agreement (Cambridge Bancorp), Underwriting Agreement (Union Bankshares Corp)
Title to Property. The Company Company, CHS and its their subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially in a manner that would reasonably be expected to result in a Material Adverse Effect, affect the value of such property and do not or interfere with the use made and or proposed to be made of such property by the Company Company, CHS or any of its their subsidiaries; and all of the leases and subleases material to the business of the Company and its their subsidiaries, considered as one enterprise, and under which the Company Company, CHS or any of its their subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither none of the Company nor Company, CHS or any such subsidiary of their subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Company, CHS or any subsidiary of their subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Company, CHS or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to be in full force and effect or such claim would not reasonably be expected to have a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Community Health Systems Inc), Underwriting Agreement (Community Health Systems Inc), Underwriting Agreement (Community Health Systems Inc/)
Title to Property. The Company and its subsidiaries have good and marketable title to all do not own any real property owned by them and have good title to all other material properties owned by them, in each case, them free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 4 contracts
Sources: Underwriting Agreement (Fleetmatics Group PLC), Underwriting Agreement (FleetMatics Group PLC), Underwriting Agreement (FleetMatics Group PLC)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries or (c) would not reasonably be expected to result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would reasonably be expected to result in a Material Adverse Effect.
Appears in 4 contracts
Sources: International Purchase Agreement (Rayovac Corp), u.s. Purchase Agreement (Rayovac Corp), u.s. Purchase Agreement (Rayovac Corp)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other personal properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesif title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except to the extent that any impingement of the Company’s rights thereto would not result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp), Underwriting Agreement (Control4 Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesif title were so encumbered, result in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except to the extent that any impingement of the Company’s rights thereto would not result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement, Underwriting Agreement (E2open Inc), Underwriting Agreement (E2open Inc)
Title to Property. The Each of the Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company or the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of the Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (SNB Bancshares Inc), Purchase Agreement (State National Bancshares, Inc.), Purchase Agreement (Eurobancshares Inc)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package Prospectus or (b) are not materially significant in relation to the business of the Company and the Final Offering Memorandum or (B) do notSubsidiaries, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesconsidered as one enterprise; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to Subsidiary of the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (Bedford Property Investors Inc/Md), Purchase Agreement (Bedford Property Investors Inc/Md), Purchase Agreement (Bedford Property Investors Inc/Md)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package Registration Statement and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which adverse claim, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 3 contracts
Sources: At the Market Issuance Sales Agreement (CapLease, Inc.), Controlled Equity Offering Sales Agreement (CapLease, Inc.), Sales Agreement (CapLease, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and good title to all other properties owned by them, in each case, its Subsidiaries free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus, or (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under property covered by any such lease or sublease.
Appears in 3 contracts
Sources: Equity Distribution Agreement (Endologix Inc /De/), Purchase Agreement (Endologix Inc /De/), At the Market Equity Offering Sales Agreement (Endologix Inc /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Sales Agreement (MeiraGTx Holdings PLC), Sales Agreement (MeiraGTx Holdings PLC), Open Market Sale Agreement (Galera Therapeutics, Inc.)
Title to Property. The Except to the extent specifically disclosed in the Prospectus, the Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor or any such subsidiary of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary of its Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (Cross Country Inc), Underwriting Agreement (Cross Country Healthcare Inc), Purchase Agreement (Cross Country Inc)
Title to Property. The Company and its subsidiaries have good and marketable sufficient title to all real property, principal plants and all other property owned by them and good title which is material to all other properties owned by themthe Company's and its subsidiaries' operations taken as a whole, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and or do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered subsidiaries taken as one enterprisea whole, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (Oge Energy Corp), Purchase Agreement (Oge Energy Corp), Purchase Agreement (Oge Energy Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Us Airways Group Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither none of the Company nor or any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any such subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP), Underwriting Agreement (Colfax CORP)
Title to Property. The Each of the Company and its subsidiaries have has good and marketable title in fee simple to all of its real property and personal properties, reflected as owned by them and good title to all other properties owned by themin the consolidated financial statements or as described in the Prospectus, in each case, case free and clear of all mortgages, pledges, liens, security interestsencumbrances, claimsclaims and defects, restrictions or encumbrances of any kind except such as (A1) are described reflected in the General Disclosure Package and the Final Offering Memorandum or such consolidated financial statements, (B2) do not, singly or in the aggregate, not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all such subsidiary, or (3) which would not, individually or in the aggregate, have a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described used in the General Disclosure Package and the Final Offering Memorandum, its business are in full force and effect, except where the failure of such leases and neither subleases to be in full force and effect would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company nor or any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary entity to the continued possession of the leased or subleased premises under any such lease or sublease, except any claim that would not, individually or in the aggregate, have a Material Adverse Effect.
Appears in 3 contracts
Sources: Underwriting Agreement (Simmons First National Corp), Underwriting Agreement (Amerant Bancorp Inc.), Underwriting Agreement (Renasant Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by themthem that are material to the Company's business, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Purchase Agreement (Universal Compression Holdings Inc), u.s. Purchase Agreement (Universal Compression Holdings Inc), International Purchase Agreement (Universal Compression Holdings Inc)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: u.s. Underwriting Agreement (Ctrip Com International LTD), International Purchase Agreement (Aether Systems LLC), International Purchase Agreement (Ctrip Com International LTD)
Title to Property. The Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed if title were so encumbered, reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has received any written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Underwriting Agreement (Tubemogul Inc), Underwriting Agreement (Nexvet Biopharma PLC), Underwriting Agreement (Tubemogul Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, in each case, where an adverse outcome would result in a Material Adverse Effect.
Appears in 3 contracts
Sources: Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.), Purchase Agreement (Sabre Industries, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum or Prospectus, (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and subsidiaries or (C) would not, singly or in the aggregate, result in a Material Adverse Effect. Except as would not, singly or in the aggregate, result in a Material Adverse Effect, (i) all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and (ii) neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the its rights of the Company or any subsidiary under any of the leases or subleases mentioned above, above or affecting or questioning the its rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 3 contracts
Sources: Underwriting Agreement (Hexcel Corp /De/), Underwriting Agreement (Hexcel Corp /De/), Underwriting Agreement (Hexcel Corp /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real real, tangible and intangible property reflected in the most recent balance sheet included in the Prospectus as owned by them the Company and its subsidiaries and good title to all other properties reflected in the most recent balance sheet included in the Prospectus as owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ai) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bii) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; or, with respect to any such real property, render title unmarketable as to a material part thereof and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: u.s. Underwriting Agreement (Bank United Corp), International Underwriting Agreement (Bank United Corp)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (First Bancorp, Inc /ME/), Underwriting Agreement (First Defiance Financial Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. The Company does not own any real property.
Appears in 2 contracts
Sources: Underwriting Agreement (Macrogenics Inc), Underwriting Agreement (Macrogenics Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Ax) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (By) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Republic Airways Holdings Inc), Purchase Agreement (Republic Airways Holdings Inc)
Title to Property. The Company Each of the Transaction Entities and its their subsidiaries have good and marketable title (valid land use rights and building ownership certificates in the case of real property located in the People’s Republic of China) to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company Transaction Entities or any of its their subsidiaries; and all of the leases and subleases material to the business of the Company Transaction Entities and its their subsidiaries, considered as one enterprise, and under which the Company Transaction Entities or any of its their subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither of the Company Transaction Entities nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Transaction Entities or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Transaction Entities or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (SemiLEDs Corp), Underwriting Agreement (SemiLEDs Corp)
Title to Property. The Except as otherwise disclosed in the Prospectuses, the Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: International Purchase Agreement (Garmin LTD), u.s. Purchase Agreement (Garmin LTD)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by them which are material to the business of the Company and good title to all other properties owned by themits Subsidiaries taken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package claims and the Final Offering Memorandum or (B) do not, defects that singly or in the aggregate, would materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (WF Holding LTD), Underwriting Agreement (WF Holding LTD)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease that would reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Selective Insurance Group Inc), Underwriting Agreement (Selective Insurance Group Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and property, do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariessubsidiaries and do not, singly or in the aggregate have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, except where the failure of such leases or subleases to be in full force and effect would not have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Merrill Lynch Preferred Capital Trust Ii), Purchase Agreement (Merrill Lynch Preferred Capital Trust Iv)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Alliant Energy Corp), Purchase Agreement (Alliant Energy Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good ----------------- and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Ipg Photonics Corp), International Purchase Agreement (Knoll Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such (a) as (A) are described otherwise stated in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (Bb) do notfor any of the foregoing, which, either singly or in the aggregate, materially affect the value of such property and do would not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim, which, either singly or in the aggregate, would not result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Solectron Corp), Purchase Agreement (Solectron Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liensLiens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Dealer Manager Agreement (Seaport Entertainment Group Inc.), Dealer Manager Agreement (Seaport Entertainment Group Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Golden Sky DBS Inc), Purchase Agreement (Golden Sky Systems Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case that is material to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package U.S. Prospectus and the Final Offering Memorandum Canadian Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package U.S. Prospectus and the Final Offering MemorandumCanadian Prospectus, are in full force and effect, except where a failure of such a lease or sublease to be in full force and effect would not have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Gerdau Ameristeel Corp), Purchase Agreement (Gerdau Ameristeel Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum or Prospectus or, (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any such failure to be in full force and effect or any such claim could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agreement (RAPT Therapeutics, Inc.), Sales Agreement (RAPT Therapeutics, Inc.)
Title to Property. The Except as described in the Registration Statement or the Prospectus or where the failure thereof would not reasonably be expected to result in a Material Adverse Effect, the Company and its subsidiaries the Subsidiary have good and marketable title to all real property owned by them and good title to all other properties personal property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiary; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiary, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiary holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary the Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary the Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary the Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. The Company does not own any real property.
Appears in 2 contracts
Sources: Underwriting Agreement (Discovery Laboratories Inc /De/), Underwriting Agreement (Discovery Laboratories Inc /De/)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by themthem that are material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Clearwire Corp), Purchase Agreement (Clearwire Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real and personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Materials or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material relating to the business of the Company and its subsidiaries, considered as one enterpriseSubsidiaries, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumMaterials, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that any claim or adverse effect on the Company’s rights thereto would not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its Subsidiaries own any real property.
Appears in 2 contracts
Sources: Securities Purchase Agreement (Strongbridge Biopharma PLC), Securities Purchase Agreement (Strongbridge Biopharma PLC)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus, or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and or proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Wesley Jessen Visioncare Inc), Underwriting Agreement (Wesley Jessen Visioncare Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Merchants Bancorp), Underwriting Agreement (Merchants Bancorp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property material to the business of the Company and its subsidiaries, considered as one enterprise, and owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except such as, singly or in the aggregate, would not have or result in a Material Adverse Effect.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Azurix Corp), International Purchase Agreement (Azurix Corp)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (FBL Financial Group Inc), Underwriting Agreement (American Equity Investment Life Holding Co)
Title to Property. The Company and its subsidiaries have good and marketable title to all Subsidiaries do not own any real property owned by them and have good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Pre-Pricing Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumPre-Pricing Prospectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Cobiz Financial Inc), Purchase Agreement (Cobiz Inc)
Title to Property. The Company and its subsidiaries each of the Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property owned by them which are material to the business of the Company and good title to all other properties owned by themthe Subsidiaries taken as a whole, in each case, case free and clear of all mortgagesliens, pledges, liensencumbrances, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package claims and the Final Offering Memorandum or (B) defects that do not, singly singularly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease; except those that do not materially interfere with the use made and proposed to be made of such property by the Company and the Subsidiaries.
Appears in 2 contracts
Sources: Underwriting Agreement (Aveo Pharmaceuticals, Inc.), Underwriting Agreement (Aveo Pharmaceuticals, Inc.)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Direct General Corp), Underwriting Agreement (Direct General Corp)
Title to Property. The Company and its subsidiaries Partnership Entities have good and marketable title to all real property owned by them and good title to all other properties property owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement, the Time of Sale Prospectus and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesPartnership Entities; and all of the leases and subleases material to the business of the Company and its subsidiariesPartnership Entities, considered as one enterprise, and under which the Company or any of its subsidiaries the Partnership Entities holds properties described in the General Disclosure Package and Registration Statement, the Final Offering MemorandumTime of Sale Prospectus or the Prospectus, are in full force and effect, and neither none of the Company nor any such subsidiary Partnership Entities has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any of the Company or any subsidiary Partnership Entities under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such subsidiary Partnership Entity to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Sunoco LP), Underwriting Agreement (Susser Petroleum Partners LP)
Title to Property. The Company and its subsidiaries Subsidiaries have good ----------------- and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed reasonably be expected to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of such the Company or such subsidiary any Subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Fox Entertainment Group Inc), International Purchase Agreement (Fox Entertainment Group Inc)
Title to Property. The Company MUFG and its subsidiaries have good and marketable title to all real property owned by them MUFG and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesresult in a Material Adverse Effect; and all of the leases and subleases material to the business of the Company MUFG and its subsidiaries, considered as one enterprise, and under which the Company MUFG or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company MUFG nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company MUFG or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company MUFG or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure of the lease or sublease to be in full force and effect or such claim could not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement, u.s. Underwriting Agreement (Mitsubishi Ufj Financial Group Inc)
Title to Property. The Company Company, its Subsidiaries and its subsidiaries Material Holdings have good and marketable title to all real property owned by them the Company, its Subsidiaries and its Material Holdings and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries or Material Holdings; and all of the leases and subleases material to the business of the Company Company, its Subsidiaries and its subsidiariesMaterial Holdings, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries or Material Holdings holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary nor any Material Holding has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its Subsidiaries or Material Holdings under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or any such subsidiary or Material Holding to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: International Purchase Agreement (Internet Capital Group Inc), u.s. Purchase Agreement (Internet Capital Group Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have ----------------- good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Knoll Inc), u.s. Purchase Agreement (CDW Holding Corp)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all the Subsidiaries. All of the leases and subleases material to the business of the Company and its subsidiariesor any of the Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: International Purchase Agreement (Packaged Ice Inc), u.s. Purchase Agreement (Packaged Ice Inc)
Title to Property. The Company and its subsidiaries MIE have good and marketable title to all real property owned by them the Company and MIE and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not or interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesMIE; and all of the leases and subleases material to the business of the Company and its subsidiariesMIE, considered as one enterprise, and under which the Company or any of its subsidiaries MIE holds properties described in the General Disclosure disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary MIE has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary MIE under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary MIE to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (MIE Holdings Corp), Underwriting Agreement (MIE Holdings Corp)
Title to Property. The Company does not own any real property. The Company and its subsidiaries have each Subsidiary has good and marketable title to all real personal property owned by them and good title to all other properties owned by themit, in each case, case free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind and defects except such as (A) are described in the Registration Statement, the General Disclosure Package Package, and the Final Offering Memorandum Prospectus or (B) such as do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, Subsidiaries considered as one enterpriseenterprise (collectively, the “Leases”), and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, except where the failure of such Leases to be in full force and effect would not, in the aggregate, reasonably be expected to result in a Material Adverse Effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned aboveLeases, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or subleaseLease.
Appears in 2 contracts
Sources: Underwriting Agreement (Guardian Pharmacy Services, Inc.), Underwriting Agreement (Guardian Pharmacy Services, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by them and good title to all other properties owned by them, which is, singly or in the aggregate, material to the business of the Company, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not no interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds leases properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any received written notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of above that would be material to the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleaseand its subsidiaries as one enterprise if adversely determined.
Appears in 2 contracts
Sources: Underwriting Agreement (Greenbrier Companies Inc), Purchase Agreement (Greenbrier Companies Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except for such claims as would not, singly or in the aggregate, result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Equity Distribution Agreement (Prothena Corp Public LTD Co), Equity Distribution Agreement (Prothena Corp Public LTD Co)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Meru Networks Inc), Purchase Agreement (Meru Networks Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries that is material to the business of the Company and its subsidiaries considered as one enterprise and good title to all other properties owned by themthem that are material to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (a) for certain insurance trusts and properties subject to letters of credit, in each case entered into in the ordinary course of business of the Company and its subsidiaries, (b) such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bc) such as do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (Pxre Group LTD), Purchase Agreement (Pxre Group LTD)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectuses or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectuses, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: u.s. Purchase Agreement (Nu Skin Asia Pacific Inc), u.s. Purchase Agreement (Wabash National Corp /De)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (AG Mortgage Investment Trust, Inc.), Underwriting Agreement (AG Mortgage Investment Trust, Inc.)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them and good and marketable title to all other properties owned by themthe Company and the Subsidiaries, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Underwriting Agreement (James River Group, INC), Underwriting Agreement (James River Group, INC)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case that is material to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement, the Time of Sale Information and the Final Offering Memorandum Prospectuses or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package Registration Statement, the Time of Sale Information and the Final Offering MemorandumProspectuses, are in full force and effect, except where a failure of such a lease or sublease to be in full force and effect would not have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where such would not have a Material Adverse Effect.
Appears in 2 contracts
Sources: Underwriting Agreement (Gerdau Ameristeel Corp), Underwriting Agreement (Gerdau Ameristeel Corp)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except to the extent that where such failure to be in effect or such claim or adverse effect on the Company’s rights would not reasonably be expected to result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Sales Agreement (Poseida Therapeutics, Inc.), Sales Agreement (Poseida Therapeutics, Inc.)
Title to Property. Except as disclosed in the SEC Reports, the Company and its subsidiaries do not own any real property. The Company and its subsidiaries have good and marketable title to all real tangible personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum SEC Reports, or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumSEC Reports, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease. The foregoing is subject to the sublease, termination or expiration of any real property leases of the Company in accordance with their terms or by the Company.
Appears in 2 contracts
Sources: Subscription Agreement (Ikena Oncology, Inc.), Merger Agreement (Ikena Oncology, Inc.)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; subsidiaries and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 2 contracts
Sources: Purchase Agreement (Atmos Energy Corp), Purchase Agreement (Atmos Energy Corp)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Pepco Holdings Inc), Purchase Agreement (Pepco Holdings Inc)
Title to Property. The Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of the Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of the Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 2 contracts
Sources: Purchase Agreement (Sonic Automotive Clearwater Inc), Purchase Agreement (Sre Maryland 2 LLC)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of and its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and or under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any no notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary and its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary and its Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Sources: Purchase Agreement (Adams Respiratory Therapeutics, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly individually or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Sources: Underwriting Agreement (First California Financial Group, Inc.)
Title to Property. The Each of the Company and each of its subsidiaries have Subsidiaries has good and marketable title to all properties (real property and personal) owned by them and good title to all other properties owned by them, in each casethe Company or its Subsidiaries, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly individually or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Companies have good and marketable title to all real property owned by them the ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Companies and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company any ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Company; or any of its subsidiaries(c) would not have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group, and under which the any ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the no ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the any ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the any ▇▇▇▇▇▇▇-▇▇▇▇▇▇ Group Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all material real property owned by them the Company and its subsidiaries and good title to all other material properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, in any case, that would, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, except where the failure to so be in full for and effect would not, singly or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of any person from whom the Company or any subsidiary under any of leases property pursuant to the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary which claim is reasonably likely to the continued possession of the leased or subleased premises under any such lease or subleasehave a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Broadpoint Gleacher Securities Group, Inc.)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable defensible title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each casecase material to the business of the Company and its subsidiaries, considered as one enterprise, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as those that (Aa) are described disclosed in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property properties and do not interfere with the use made and proposed to be made of such property properties by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprisesubleases, and under which the Company or any of its subsidiaries holds properties described disclosed in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the such leases or subleases mentioned abovesubleases, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, that in each case described above, singularly or together, would reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Orange)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do notfor any of the foregoing, which, either singly or in the aggregate, materially affect the value of such property and do would not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all result in a Material Adverse Effect. All of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to of the continued possession of the leased or subleased premises under any such lease or sublease, except for any such claim, which, either singly or in the aggregate, would not result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and Registration Statement or the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone (A) adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or (B) affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and, to the best knowledge of the Company, good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease which, if the subject of an unfavorable decision, ruling or finding, would result in a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Advancepcs)
Title to Property. The Company and its subsidiaries have good and marketable ------------------------- title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package Registration Statement and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, which, singly or in the aggregate, would result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind kind, except such as (A) are described as otherwise stated in the General Disclosure Package Registration Statement and the Final Offering Memorandum or Prospectus, (B) in the case of personal property located at certain Hotels, such as are subject to purchase money, equipment lease or similar financing arrangements which have been entered into in the ordinary course of business or (C) those which do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; . Except as otherwise stated in the Registration Statement and the Prospectus, all of the leases and subleases material to the business of the Company and its subsidiaries, subsidiaries considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Sources: Underwriting Agreement (Hospitality Properties Trust)
Title to Property. The Company and its subsidiaries Subsidiaries do not own any real property. The Company and its Subsidiaries have good and marketable title to all real tangible personal property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The LLC, the Company and its subsidiaries the Subsidiaries have good and marketable title to all real property owned by them the LLC, the Company and the Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the LLC, the Company or any of its subsidiariesthe Subsidiaries; and all of the leases and subleases material to the business of the LLC, the Company and its subsidiariesthe Subsidiaries, considered as one enterprise, and under which the LLC, the Company or any of its subsidiaries the Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the LLC, the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the LLC, the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the LLC, the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or securing the Credit Agreement or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of its Subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its Subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary any of its Subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Sources: Purchase Agreement (Best Built Inc)
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title in fee simple to all real property owned by them Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of or any kind except such as (A) are described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering Memorandum Prospectus or (B) do not, singly or in the aggregate, not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by Company or any Subsidiary. All of the leases and subleases under which Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Registration Statement, the Pricing Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effecteffect and are held under valid, subsisting and enforceable leases; and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have ----------------- good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except in any such case as could not reasonably be expected to result in a Material Adverse Effect.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by themmaterial to the business of the Company and its subsidiaries considered as one enterprise, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (A) are described in the Registration Statement, the General Disclosure Package and the Final Offering Memorandum Prospectus or (B) do where the failure to have good and marketable title would not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiarieshave a Material Adverse Effect; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the Registration Statement, the General Disclosure Package and or the Final Offering MemorandumProspectus, are in full force and effect, except as would not result in a Material Adverse Effect and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or subleasesublease except as would not result in a Material Adverse Effect.
Appears in 1 contract
Sources: Underwriting Agreement (Hanson Building Products LTD)
Title to Property. The Company Each of the Issuers and its their subsidiaries have good and marketable title to all real property owned by them (other than the owned real property located in Kalamazoo, Michigan) and good title to all other properties owned by themthem that are material to their business, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except (a) such as arise under any Bank Agreement, or under any Agreement or Instrument relating to indebtedness to be repaid in full in connection with the Recapitalization Transactions, (Ab) such as are described in the General Disclosure Package and the Final Offering Memorandum or (Bc) such as do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company Issuers or any of its their subsidiaries; and all of the leases and subleases material to the business of the Company Issuers and its their subsidiaries, considered as one enterprise, and under which either of the Company Issuers or any of its their subsidiaries holds hold properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither of the Company Issuers nor any such subsidiary has of their subsidiaries have received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company Issuers or any subsidiary of their subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company Issuers or such subsidiary any of their subsidiaries to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries Subsidiaries have good and marketable title to all real property owned by them the Company and its Subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, 9 pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum Prospectus or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiariesSubsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiariesSubsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries Subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary Subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering Memorandum, are in full force and effect, and neither the Company nor any such subsidiary of its subsidiaries has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary of its subsidiaries under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such any subsidiary thereof to the continued possession of the leased or subleased premises under any such lease or subleasesublease which would have a Material Adverse Effect.
Appears in 1 contract
Sources: Purchase Agreement (Aflac Inc)
Title to Property. The Company and its subsidiaries have good and marketable title to all real property owned by them the Company and its subsidiaries and good title to all other properties owned by them, in each case, free and clear of all mortgages, pledges, liens, security interests, claims, restrictions or encumbrances of any kind except such as (Aa) are described in the General Disclosure Package and the Final Offering Memorandum or Prospectus, (Bb) do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or any of its subsidiaries, and (c) the pledge of loans and securities in the ordinary course of business to secure borrowings from the Federal Home Loan Bank of Atlanta and the discount window at the Federal Reserve Bank of Richmond, repurchase agreements and government municipal deposits; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its subsidiaries holds properties described in the General Disclosure Package and the Final Offering MemorandumProspectus, are in full force and effect, and neither the Company nor any such subsidiary has any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Appears in 1 contract
Sources: Underwriting Agreement (BNC Bancorp)