Assets and Property. Borrower shall maintain, keep, and preserve all of its assets and property (tangible and intangible) necessary or useful in the proper conduct of its business and operations in good working order and condition, ordinary wear and tear excepted. Borrower shall promptly obtain and maintain, from time to time at its own expense, all Approvals and Permits as may be required to enable it to comply with its obligations hereunder and under the other Loan Documents.
Assets and Property. Except as set forth in Schedule 4.15:
(a) Immediately prior to the Effective Time, the Material Licenses shall be in full force and effect, and shall be free and clear of all Liens, except as set forth in Schedule 4.15(a). The Company owns no real property.
(b) Schedule 4.15(b) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including the name of the landlord, the name of the tenant, and the location of the leased real property. The Company has provided to Trulieve true and complete copies of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which the Company occupies any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in material compliance with each Real Property Lease, including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute a material breach of or default by the Company under any Real Property Lease, (ii) the Company has neither received nor given a notice of any default or event that, with notice or lapse of time, would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company holds a valid leasehold interest free of any Liens other than those of the lessors of such Leased Real Property or Permitted Liens, (iv) the Company has not subleased, assigned or otherwise granted any other parties the right to use or occupy any of the Leased Real Property or any portion thereof, (v) to the Company’s Knowledge, there are no covenants, conditions, restrictions, easements, rights of way, encumbrances, defects, imperfections, irregularities of title or other Liens that would be apparent upon review of an accurate survey covering the Leased Real Property, which would reasonably be expected to materially impair the continued use of the property to which such matters relate, and (vi) the landlo...
Assets and Property. (a) The Acquired Assets, together with the Excluded Assets, constitute all the assets currently used by the Seller in the operation of the Business. The Seller has title to the Acquired Assets it purports to own, free and clear of all Liens, claims and encumbrances, and valid leasehold interests in all Acquired Assets it purports to lease, except in each case only for the Permitted Encumbrances.
(b) Set forth on Schedule 3.13(b) is a list of all real property owned, leased or otherwise used by the Seller in connection with the Business, and except as set forth on Schedule 3.13(b), all such real property is being used by Seller in material compliance with all local, state and federal zoning, planning and use laws, ordinances, regulations and restrictions.
(c) Schedule 3.13(c) hereof contains an accurate and complete description of all Intellectual Property used by the Seller in the operation of the Business. Except as set forth on Schedule 3.13(c), the Seller owns or has the right to use, and has the right and power to sell and license, said Intellectual Property, and, (i) neither said Intellectual Property nor the use thereof by the Seller nor any products manufactured, distributed or sold by the Seller, nor the conduct or operation of the Business, infringes upon any patents, trademarks, copyrights or any other intellectual property rights of any Person, (ii) no claims have been asserted by any Person with respect to the Intellectual Property or challenging or questioning the validity of any of the Intellectual Property, (iii) there is no valid basis for any such claim and (iv) there has never been and there is no infringement of any of Intellectual Property by any Person. All licenses for software to which the Seller is a party or which are binding on the Seller are set forth on Schedule 3.13(c) hereof.
Assets and Property. Borrower will maintain, keep, and preserve, or cause to be maintained, kept and preserved, the Collateral in good working order and condition, ordinary wear and tear excepted.
Assets and Property. (a) Finisar and its Subsidiaries have good and valid title to all property and assets that is reflected on the Finisar Balance Sheet as owned by them or that has been acquired after the date thereof (except for property and assets sold or otherwise disposed of in the ordinary course of business since the date thereof), free and clear of all Liens except such imperfections or irregularities of title or Liens as do not affect the use of the properties or assets subject thereto or affected thereby or otherwise impair business operations at such properties, in either case in such a manner as to have a Material Adverse Effect on Finisar.
(b) Finisar and each of its Subsidiaries own or lease all tangible assets and properties which are material to the conduct of their respective business as currently conducted (the "Finisar Material Tangible Assets"). The Finisar Material Tangible Assets are in good operating condition and repair. Neither Finisar nor any of its Subsidiaries is in default under or in breach or violation of, nor is there any basis for any claim of default by Optium or any of its Subsidiaries under, or breach or violation by Optium or any of its Subsidiaries of, any lease for Finisar Material Tangible Assets. To Finisar's knowledge, no other party is in default under or in breach or violation of, nor is there any valid basis for any claim of default by any such party under, or breach or violation by any such party of, any such lease. All such leases to which Finisar or any of its Subsidiaries is a party are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar Law affecting or relating to creditors' rights generally, and (ii) general principles of equity.
(c) The Finisar Disclosure Schedule sets forth a true and complete list of all real property owned, leased, subleased, or otherwise occupied by Finisar or any of its Subsidiaries (collectively, the "Finisar Facilities"). Finisar and each of its Subsidiaries has good and marketable fee simple title to all real property that it owns, free and clear of all Liens, except for Liens for current Taxes not yet due or payable. The Finisar Facilities are not subject to any encumbrances, encroachments, building or use restrictions, exceptions, reservations or limitations, except those which, individually or in the aggregate, would not reasonably be expec...
Assets and Property. 49 5.7 Insurance.......................................................................................... 50 5.7.1 Property............................................................................. 50 5.7.2 Liability............................................................................ 50 5.7.3 Worker's Compensation................................................................ 50 5.7.4 Flood................................................................................ 50 5.7.5 Engineer............................................................................. 51 5.7.6 Builder's Risk....................................................................... 51 5.7.7 Other................................................................................ 51 5.7.8 Evidence............................................................................. 51 5.8 ERISA.............................................................................................. 51 5.9
Assets and Property. Borrower shall, and shall cause each Subsidiary of Borrower to, maintain, keep, and preserve all of its assets (tangible and intangible) necessary or useful in the proper conduct of its business and operations in good working order and condition, ordinary wear and tear excepted.
Assets and Property. (a) The Company and its Subsidiaries have good and valid title to or a valid leasehold estate, free and clear of any Liens (other than Permitted Liens), in all real property and personal properties and assets reflected on the Balance Sheet at the Balance Sheet Date or acquired after the Balance Sheet Date (except for properties or assets subsequently sold, including real property leases that are subsequently terminated, in the ordinary course of business).
(b) Section 4.20(b) of the Disclosure Letter sets forth a true, correct and complete list of all real property owned in fee simple by the Company or any of its Subsidiaries (collectively, the "OWNED REAL PROPERTY"). With respect to each such parcel of Owned Real Property: (i) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any person the right of use or occupancy of any portion of such parcel other than the Leases (as defined below); and (ii) there are no outstanding rights of first refusal or options to purchase such parcel.
(c) Section 4.20(c) of the Disclosure Letter sets forth a true, correct and complete list of all of the leases and subleases (the "LEASES") and each leased and subleased parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant, landlord or sublandlord (collectively, the "LEASED REAL PROPERTY") and for each Lease indicates: (i) its term and any options to extend the term; and (ii) other than in respect of subleases, closed stores and non-store properties, the current rent payable (including all occupancy costs other than utilities). The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or landlord or sublandlord interest as applicable in the Leased Real Property, under each of the Leases listed in Section 4.20(c) of the Disclosure Letter. The Company has delivered or made available to Parent and Merger Sub true, correct and complete copies of each of the Leases, including, without limitation, all material amendments, modifications, side agreements, consents, subordination agreements and guarantees. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company: (A) each Lease is legal, valid, binding, enforceable and in full force and effect; (B) each Lease will continue to be legal, valid, binding, enforceable and in full force and effect on the same terms and condit...
Assets and Property. Except as set forth on Schedule 2.16:
(a) The Company owns good and valid title to its assets, including the Dispensary Permit (collectively, the “Owned Property”), all of which are free and clear of all Liens other than Liens for Taxes not yet due or payable. Other than this Agreement, none of the Owned Property is subject to any leases, Contracts, management agreements, brokerage agreements, leasing agreements, rights of first offer or rights to purchase or other agreements or instruments in force or effect that grant to any Person a right, title, interest or benefit in and to all or any part of the Owned Property or any right to use, operate, manage, maintain, or repair the Owned Property. The Dispensary Permit is not subject to any pending or, to the Company’s Knowledge, threatened Legal Proceeding.
(b) The Company owns no real property assets.
(c) Schedule 2.16(c) sets forth each parcel of real property leased, subleased or licensed by the Company (together with all rights, title and interest of the Company in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), including, with respect to each Real Property Lease, the name of the landlord, the name of the tenant, and the location of the real property, the rental amount currently being paid thereunder, the expiration of the term, the current use, and a true and complete list of all leases, subleases, licenses, concessions and other Contracts (whether written or oral), including all amendments, extensions, renewals, guaranties and other Contracts with respect thereto, pursuant to which the Company holds, leases, subleases or licenses any Leased Real Property (collectively, the “Real Property Leases”). With respect to the Real Property Leases, (i) each Real Property Lease is in full force and effect, the Company is in compliance with each Real Property Lease to which it is a party or subject including payment of all rent due and payable under the Real Property Leases, and no event has occurred or circumstance exists that, with the delivery of notice, passage of time or both, would constitute a breach or default of any Real Property Lease, (ii) the Company has not received or given a notice of any default or event that with notice or lapse of time would constitute a default by the Company or any other party under any of the Real Property Leases, (iii) the Company ...
Assets and Property. Parent and each Parent Subsidiary has good and marketable title to all the assets it purports to own, free and clear of all liens, claims and encumbrances, and valid leasehold interests in all assets it purports to lease. Neither Parent nor any Parent Subsidiary owns any real property.
