Tangible Personal Property; Title; Sufficiency of Assets. (a) Section 2.10(a) of the Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) relating to the Business or the Purchased Assets. Seller has delivered to Purchaser true, correct, and complete copies of the Personal Property Leases, together with all amendments, modifications, or supplements thereto.
(b) Seller has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee. There is no material Breach of any Personal Property Lease by Seller or, to the Knowledge of Seller, by any other party thereto, and no event has occurred, or condition or circumstance exists, which could reasonably be expected to constitute a Breach thereof. Seller and, to the Knowledge of Seller, each other party to each Personal Property Lease is in compliance in all material respects with all obligations of Seller or such other party, as the case may be, thereunder.
(c) As of the Closing, Seller (and not any other Affiliate thereof) will have good title to all the Purchased Assets being sold by Seller hereunder, free and clear of any and all Liens, except for Permitted Liens. Such assets include all assets, rights, and interests necessary to operate the Business, held by Seller or its Affiliates for anticipated or prior use in any material respect for the operation of the Business, used by Seller in any material respect for the operation of the Business as currently conducted, or reasonably required for the continued conduct of the Business other than the Excluded Assets. After giving effect to the transaction contemplated by Section 4.2, the Purchased Assets will include all assets, properties, and rights reflected on the Balance Sheet other than: (i) Inventory sold; (ii) receivables collected; (iii) prepaid expenses realized; (iv) items of obsolete equipment and revenue-earning property disposed of; and (v) the Excluded Assets, in the case of each of (i) and (iv) in the Ordinary Course.
(d) All tangible personal property owned by Seller and included in the Purchased Assets, and all of the items of tangible personal property used by Seller under the Personal Property Leases: (i) are in sufficient operating condition, maintenance, and repair (subject to normal wear and tear) given the use and age of such assets; (ii) conform to all Laws relating to their construction, use, and operation; and (iii) are adequate for the uses to which they are being put or are intended to be put. None of such items of tangible perso...
Tangible Personal Property; Title; Sufficiency of Assets. Seller has good and marketable title to the Assets as of the date hereof (except as sold or disposed of subsequent to the date thereof in the Ordinary Course of Business and not in violation of this Agreement), free and clear of any and all Liens other than the Permitted Encumbrances and except as set forth on Section 3.6 of the Disclosure Schedule, provided that with respect to all Assets constituting personal property that is leased by Seller (“Leased Personal Property”), Seller has a valid leasehold interest under the related lease with respect to all such Leased Personal Property, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity), and there is no default under any Personal Property Lease by Seller or, to the Knowledge of Seller, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, and Seller and, to the Knowledge of Seller, each other party thereto is in compliance with all obligations of Seller or such other party, as the case may be, thereunder. All such Assets constituting tangible personal property are in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted).
Tangible Personal Property; Title; Sufficiency of Assets. (a) Section 3.9(a) of the Disclosure Schedule lists all leases of personal property leases (“Personal Property Leases”) involving annual payments in excess of $15,000 relating to personal property used by the Company or to which the Company is a party or by which the properties of the Company are bound. The Company has delivered to Purchaser complete and correct copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto. The Company has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, and there is no default under any Personal Property Lease by the Company, or, to the Company's Knowledge, by any other party thereto.
(b) The Company (and not any Affiliate thereof) has good and marketable title to all its assets, free and clear of any and all Liens, except for Permitted Liens. Such assets include all assets, rights and interests (i) reasonably required for the continued conduct of the Business as presently conducted by the Company and (ii) used in connection with the achievement of the results reflected in the Financial Statements.
(c) All tangible personal property owned by the Company, and all of the items of tangible personal property used by the Company under the Personal Property Leases, are structurally sound, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Section 3.9(c) of the Disclosure Schedule lists all of tangible personal property owned by the Company valued in excess of $5,000.
Tangible Personal Property; Title; Sufficiency of Assets. (a) The Sellers have good and valid title, free and clear of all Liens other than Permitted Liens, to all of the Assets. Sellers exclusively own, and upon the consummation of the First Closing the Purchaser shall exclusively own, all of the initial Assets and all goodwill associated therewith or derived therefrom. Sellers exclusively own, and upon the consummation of the Second Closing the Purchaser shall exclusively own, all of the Regulated Assets and all goodwill associated therewith or derived therefrom. The Assets and the Real Property Leases are adequate and suitable for the purposes for which they are presently being used and are sufficient for the operation of the Business as currently conducted by the Sellers. No direct or indirect equity owner of any Seller (other than another Seller), has any interest in the Assets, the Business or any other business currently or previously conducted under the name “Xxxxxx Farms” or any derivative thereof, except, in the case of the holders of equity interests in THC, for such equity interests (none of which provide any such holder with an interest in the Assets, the Business or any other business currently or previously conducted under the name “Xxxxxx Farms” or any derivative thereof).
(b) All of Sellers’ material tangible personal property (“Tangible Personal Property”) is in good operating condition, ordinary wear and tear excepted.
Tangible Personal Property; Title; Sufficiency of Assets. (a) Section 2.11(a) of the Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $12,000 relating to personal property used by any Company or to which any Company is a party or by which the properties of any Company are bound. The Companies have delivered to Purchaser complete and correct copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(b) Each Company has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, and there is no default under any Personal Property Lease by any Company, or, to the Knowledge of the Companies, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, and each Company, and to the Knowledge of the Companies, each other party thereto is in compliance with all obligations of each Company or such other party, as the case may be, thereunder.
(c) Each Company (and not any Affiliate thereof) has good and marketable title to all its assets, free and clear of any and all Liens, except for Permitted Liens. Such assets include all assets, rights and interests reasonably required for the continued conduct of the Business by Purchaser.
(d) All tangible personal property owned by the Companies, and all of the items of tangible personal property used by the Companies under the Personal Property Leases, are structurally sound, are, taken as a whole, in good operating condition and repair, and are adequate for the uses to which they are being put, and, to the Knowledge of the Companies, none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Section 2.11(d) of the Disclosure Schedule lists all of tangible personal property owned by each Company.
Tangible Personal Property; Title; Sufficiency of Assets. (a) Section 3.10(a) of the Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $10,000 relating to personal property used by Seller or to which Seller is a party or by which the properties of Seller are bound. Seller has delivered to Purchaser complete and correct copies of the Personal Property Leases, together with all amendments, modifications or supplements thereto.
(b) Seller has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, and Seller has not received any written notice of any default or event that with notice or lapse of time, or both, would constitute a default under any Personal Property Lease and Seller, and, to the Knowledge of Seller Parties, each other party thereto, are in compliance in all material respects with all obligations of such party thereunder.
(c) Seller (and not any Affiliate thereof) has good and marketable title to all Purchased Assets, free and clear of any and all Liens, except for Permitted Liens. Such assets include all assets, rights and interests (i) reasonably required for the continued conduct of the Business as presently conducted by Seller and (ii) used in connection with the achievement of the results reflected in the Financial Statements.
(d) All tangible personal property owned by Seller, and all of the items of tangible personal property used by Seller under the Personal Property Leases, are in good operating condition and repair, and are adequate for the uses to which they are being put, and none of such items of tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. Section 3.10(d) of the Disclosure Schedule lists all of tangible personal property owned by Seller.
Tangible Personal Property; Title; Sufficiency of Assets. (a) Each of the Company and each of its Subsidiaries has good and marketable title (solely to the extent concepts of good and marketable title are recognized under applicable Law) to all of its assets as of the date hereof (which include all of the assets reflected in the Balance Sheet), free and clear of any and all Liens, except for Permitted Liens.
Tangible Personal Property; Title; Sufficiency of Assets. Except as would not be material to the Company and its Subsidiaries, taken as a whole, the Company and each of its Subsidiaries own, and has good title to, each of the tangible assets reflected as owned by the Company or its Subsidiaries on the Latest Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business consistent with past practice), free of any Liens other than the Company’s Permitted Liens. Except as would not be material to the Company and its Subsidiaries, taken as a whole, all of the equipment and other tangible personal property and assets owned or used by the Company and its Subsidiaries are usable in the ordinary course of business and are reasonably adequate and suitable for the uses to which they are being put.
Tangible Personal Property; Title; Sufficiency of Assets. 3.16.1 Except as set forth in Section 3.16.1 of the Company Disclosure Schedule, and except for inventory and other property sold, used or otherwise disposed of in the ordinary course of business consistent with past practice, the Company and each of its Subsidiaries has good and marketable title to, or, in the case of leased properties and assets a valid leasehold interest in, all of the items of material tangible personal property reflected in the most recent Company Audited Financial Statements, in each case, subject to no Liens, other than Company Permitted Liens. Such material tangible personal property, together with the tangible personal property used under the Personal Property Leases, include all tangible personal property reasonably required for the continued conduct of the Company’s and its Subsidiaries’ business as currently conducted. Since the December 31, 2021, neither the Company nor any of its Subsidiaries has suffered material theft, damage, destruction, or casualty loss to its assets, whether or not covered by insurance.
3.16.2 All tangible personal property owned by the Company and its Subsidiaries and all of the items of material tangible personal property used by the Company and its Subsidiaries under the Personal Property Leases or otherwise have been reasonably maintained, are structurally sound, are in reasonably good operating condition and repair, subject to normal wear and tear, and are adequate for the uses to which they are currently being put by the Company and its Subsidiaries in the operation of their businesses as currently conducted, and none of such items of material tangible personal property is in need of maintenance or repairs except for routine maintenance and repairs in the ordinary course of the Company’s business consistent with past practice that are not material in nature or cost.
Tangible Personal Property; Title; Sufficiency of Assets. (a) Section 3.10(a)3 of the Disclosure Schedule lists all leases of personal property (“Personal Property Leases”) involving annual payments in excess of $25,000 relating to personal property used by the Company or to which the Company is a party or by which the properties of the Company are bound. The Company has made available to Purchaser or its representatives true, correct and complete copies of the Personal Property Leases, together with all amendments and material modifications or supplements, if any, thereto.
(b) The Company has a valid leasehold interest under each of the Personal Property Leases under which it is a lessee, and there is no default under any Personal Property Lease by the Company or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder, and the Company, and to the Knowledge of the Company, each other party thereto is in compliance with all obligations of the Company or such other party, as the case may be, thereunder.
(c) The Company (and not any Affiliate thereof) has good and marketable title to all its assets, free and clear of any and all Liens, except for Permitted Liens. Such assets include all assets, rights and interests reasonably required for the conduct of the Business as presently conducted.
