Common use of Representations and Warranties of the Grantors Clause in Contracts

Representations and Warranties of the Grantors. The Grantors represent and warrant that, as of the date of this Agreement and as of the date of the Lease: (a) Village Farms is the owner of and has good and marketable title to all of the Lands, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice its ownership rights over the Lands. (b) VFCLP is the owner of and has good and marketable title to all of the Greenhouses, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice VFCLP’s ownership rights over the Greenhouses. (c) The Delta 1 Assets and Operations are in good working order, subject to reasonable wear and tear from the Tomato Growing Operations. (d) The Grantors are in compliance in all material respects with Applicable Laws and regulations pertaining to the operation of their business at the Delta 1 Assets and Operations. (e) As at the date hereof, the conduct of business by the Grantors of the Delta 1 Assets and Operations has been in compliance with all applicable Environmental Laws; (f) There has been no Release by the Landlord of any Hazardous Substance in breach of Environmental Laws in the course of the business from, at, on, or under the Delta 1 Assets and Operations; (g) The Grantors have not received notice of any kind of any Release or possible Release of any Hazardous Substance in breach of Environmental Laws from, at, on, or under the Delta 1 Assets and Operations, or from or on to any properties adjoining the Delta 1 Assets and Operations; (h) No Remedial Order or pending Remedial Order has been received by the Grantors in respect of the Delta 1 Assets and Operations; and (i) The representations and warranties set out in Section 3.2(c), (d) and (f) of the Shareholders Agreement, remain true and correct in all material respects. For purposes of this Section, the following terms shall have the meanings described below:

Representations and Warranties of the Grantors. The Grantors represent and warrant that, as of the date of this Agreement and as of the date of the Lease: (a) Village Farms is the owner of and has good and marketable title to all of the Lands, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice its ownership rights over the Lands. (b) VFCLP is the owner of and has good and marketable title to all of the Greenhouses, whether tangible or intangible, free and clear of all Encumbrances other than Permitted Encumbrances. The Grantors are not aware of any facts or circumstances which might materially adversely limit, affect or prejudice VFCLP’s ownership rights over the Greenhouses. (c) The Delta 1 2 Assets and Operations are in good working order, subject to reasonable wear and tear from the Tomato Growing Operations. (d) The Grantors are in compliance in all material respects with Applicable Laws and regulations pertaining to the operation of their business at the Delta 1 2 Assets and Operations. (e) As at the date hereof, the conduct of business by the Grantors of the Delta 1 2 Assets and Operations has been in compliance with all applicable Environmental Laws; (f) There has been no Release by the Landlord of any Hazardous Substance in breach of Environmental Laws in the course of the business from, at, on, or under the Delta 1 2 Assets and Operations; (g) The Grantors have not received notice of any kind of any Release or possible Release of any Hazardous Substance in breach of Environmental Laws from, at, on, or under the Delta 1 2 Assets and Operations, or from or on to any properties adjoining the Delta 1 2 Assets and Operations; (h) No Remedial Order or pending Remedial Order has been received by the Grantors in respect of the Delta 1 2 Assets and Operations; and (i) The representations and warranties set out in Section 3.2(c), (d) and (f) of the Shareholders Agreement, remain true and correct in all material respects. For purposes of this Section, the following terms shall have the meanings described below: