Common use of Assets; Real Property; Insurance Clause in Contracts

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPB’s past practices. All Assets that are material to TPB’s business, held under leases or subleases by any of the TPB Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB or, to the Knowledge of each of the Transaction Shareholders, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB Companies or in which any TPB Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB Companies or in which any TPB Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB Company is the lessee of any real property. One of the TPB Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, without limitation, any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPB. As to each parcel of real property owned or used by any TPB Company, no TPB Company has received notice of any pending or, to the Knowledge of each of the Transaction Shareholders, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB Companies include all Assets required to operate the business of the TPB Companies as now conducted. The policies of fire, theft, liability, directors and officers and other insurance maintained with respect to the Assets or businesses of the TPB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB Companies, and TPB has provided true and correct copies of each such policy to Parent. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB PCB Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB PCB Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBPCB’s past practices. All Assets that are material to TPBPCB’s business, held under leases or subleases by any of the TPB PCB Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB PCB or, to the Knowledge of each of the Transaction ShareholdersPCB Company, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB PCB Companies or in which any TPB PCB Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB PCB Companies or in which any TPB PCB Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB PCB Company is the lessee of any real property. One of the TPB PCB Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB PCB Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, without limitation, any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBPCB. As to each parcel of real property owned or used by any TPB PCB Company, no TPB PCB Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersPCB Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB PCB Companies include all Assets required to operate the business of the TPB PCB Companies as now conducted. The policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB PCB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB PCB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB PCB Companies, and TPB PCB has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder PCB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB FFHI Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB FFHI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBFFHI’s past practices. All Assets that are material to TPBFFHI’s businessbusiness on a consolidated basis, held under leases or subleases by any of the TPB FFHI Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB FFHI or, to the Knowledge of each of the Transaction ShareholdersFFHI Company, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB FFHI Companies or in which any TPB FFHI Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB FFHI Companies or in which any TPB FFHI Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB FFHI Company is the lessee of any real property. One of the TPB FFHI Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB FFHI Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, without limitation, any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBFFHI. As to each parcel of real property owned or used by any TPB FFHI Company, no TPB FFHI Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersFFHI Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB FFHI Companies include all Assets assets required to operate the business of the TPB FFHI Companies as now conducted. The policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB FFHI Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB FFHI Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB FFHI Companies, and TPB FFHI has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB PB Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB PB Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBPB’s past practices. All Assets that are material to TPBPB’s business, held under leases or subleases by any of the TPB PB Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB PB or, to the Knowledge of each of the Transaction ShareholdersPB Company, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB PB Companies or in which any TPB PB Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB PB Companies or in which any TPB PB Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB PB Company is the lessee of any real property. One of the TPB PB Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB PB Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, including without limitation, limitation any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBPB. As to each parcel of real property owned or used by any TPB PB Company, no TPB PB Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersPB Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB PB Companies include all Assets assets required to operate the business of the TPB PB Companies as now conducted. The PB reasonably believes that the policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB PB Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB PB Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB PB Companies, and TPB PB has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder PB Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB PBI Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB PBI Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBPBI’s past practices. All Assets that are material to TPBPBI’s businessbusiness on a consolidated basis, held under leases or subleases by any of the TPB PBI Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB PBI or, to the Knowledge of each of the Transaction ShareholdersPBI Company, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB PBI Companies or in which any TPB PBI Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB PBI Companies or in which any TPB PBI Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB PBI Company is the lessee of any real property. One of the TPB PBI Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB PBI Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, without limitation, any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBPBI. As to each parcel of real property owned or used by any TPB PBI Company, no TPB PBI Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersPBI Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB PBI Companies include all Assets assets required to operate the business of the TPB PBI Companies as now conducted. The policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB PBI Companies provide adequate coverage under consistent with current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB PBI Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB PBI Companies, and TPB PBI has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder PBI Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.10, the TPB RBF Companies have marketable title totitle, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, to all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB RBF Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBRBF’s past practices. All Assets that are material to TPBRBF’s business, held under leases or subleases by any of the TPB RBF Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB RBF or, to the Knowledge of each of the Transaction ShareholdersRBF Company, by any other party to the Contract. Schedule 5.10(a) identifies each parcel of real estate or interest therein owned by any of the TPB RBF Companies or in which any TPB RBF Company has any ownership interest. Schedule 5.10(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB RBF Companies or in which any TPB RBF Company has any leasehold interest. If applicable, Schedule 5.10(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB RBF Company is the lessee of any real property. One of the TPB RBF Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b), free and clear of all Liens. None of the TPB RBF Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a) and 5.10(b), including, including without limitation, limitation any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBRBF. As to each parcel of real property owned or used by any TPB RBF Company, no TPB RBF Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersRBF Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB RBF Companies include all Assets assets required to operate the business of the TPB RBF Companies as now conducted. The policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB RBF Companies provide adequate coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB RBF Companies is a named insured are reasonably sufficient. Schedule 5.10(c) contains a list of all such policies and bonds maintained by any of the TPB RBF Companies, and TPB RBF has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c), no claims have been made under such policies or bonds, and no Transaction Shareholder RBF Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.

Assets; Real Property; Insurance. Except as set forth on Schedule 5.105.11, the TPB Landmark Companies have marketable title to, valid leasehold interests in, or valid licenses to use, in each case free and clear of all Liens, all of their respective Assets. All tangible real and personal properties and Assets used in the businesses of the TPB Landmark Companies are in good condition, reasonable wear and tear excepted, and are usable in the ordinary course of business consistent with TPBLandmark’s past practices. All Assets that are material to TPBLandmark’s businessbusiness on a consolidated basis, held under leases or subleases by any of the TPB Landmark Companies, are held under valid Contracts enforceable in accordance with their respective terms (except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Proceedings proceedings may be brought), and each such Contract is in full force and effect and there is not under any such Contract any Default or claim of Default by TPB Landmark or, to the Knowledge of each of the Transaction ShareholdersLandmark Company, by any other party to the Contract. Schedule 5.10(a5.11(a) identifies each parcel of real estate or interest therein owned by any of the TPB Landmark Companies or in which any TPB Landmark Company has any ownership interest. Schedule 5.10(b5.11(b) identifies each parcel of real estate or interest therein leased or subleased by any of the TPB Landmark Companies or in which any TPB Landmark Company has any leasehold interest. If applicable, Schedule 5.10(b5.11(b) also lists or otherwise describes each and every written or oral lease or sublease under which any TPB Landmark Company is the lessee of any real property. One of the TPB Landmark Companies has good and marketable fee simple title to the real property described in Schedule 5.10(a5.11(a) and has an enforceable leasehold interest in the real property described in Schedule 5.10(b5.11(b), free and clear of all Liens. None of the TPB Landmark Companies has violated, or is currently in violation of, any Law, regulation or ordinance relating to the ownership or use of the real estate and real estate interests described or required to be described in Schedules 5.10(a5.11(a) and 5.10(b5.11(b), including, without limitation, any Law relating to zoning, building, occupancy, environmental or comparable matters, which individually or in the aggregate would have a Material Adverse Effect on TPBLandmark. As to each parcel of real property owned or used by any TPB Landmark Company, no TPB Landmark Company has received notice of any pending or, to the Knowledge of each of the Transaction ShareholdersLandmark Companies, threatened condemnation proceedings, Litigation proceedings or mechanic’s or materialmen’s liens. The Assets of the TPB Landmark Companies include all Assets required to operate the business of the TPB Landmark Companies as now conducted. The policies of fire, theft, liability, directors and officers D&O and other insurance maintained with respect to the Assets or businesses of the TPB Landmark Companies provide adequate reasonable coverage under current industry practices against loss or Liability, and the fidelity and blanket bonds in effect as to which any of the TPB Landmark Companies is a named insured are reasonably sufficientreasonable in amount and scope of coverage. Schedule 5.10(c5.11(c) contains a list of all such policies and bonds maintained by any of the TPB Landmark Companies, and TPB Landmark has provided true and correct copies of each such policy to ParentNCC. Except as set forth on Schedule 5.10(c5.11(c), no claims have been made under such policies or bonds, and no Transaction Shareholder Landmark Company has Knowledge of any fact or condition presently existing that might form the basis of any such claim.