Title to Properties; Sufficiency of Assets. (a) Except as set forth on Section 2.14(a) of the Company Disclosure Schedule, the Company has good, valid and marketable title to, or a valid leasehold or contractual interest in, all of the assets and properties (real and personal) which it owns or leases, and such assets and properties are owned or leased by it free and clear of all Encumbrances. Section 2.14(a) of the Company Disclosure Schedule contains a complete and correct list of all real property leased by the Company. The Company does not own and has never owned any real property. True, correct and complete copies of all lease agreements, including all amendments and modifications thereto, for all leased real property (the “Leases”) have been made available to Holdings. All rents due under the Leases have been paid. The Company enjoys undisturbed possession of its leased real properties and is in compliance in all material respects with the terms of the Leases, and all Leases are in full force and effect. Each Lease constitutes the valid, legally binding and enforceable obligation of the Company and, to the Knowledge of the Company, each of the other parties thereto, except as may be limited by applicable Bankruptcy and Equity Principles. No party to any Lease has given written notice to the Company or made a claim in writing against the Company in respect of any breach or default thereunder.
Title to Properties; Sufficiency of Assets. (a) Section 3.9(a) of the Crestwood Disclosure Schedule sets forth a true and complete list, as of the Execution Date, of the real property held in fee or leased by the Contributed Entities that is necessary to conduct their business in the manner currently conducted (collectively, the “Material Real Property”). Each of the Contributed Entities has good, valid, and marketable title to all Material Real Property held in fee and good and valid leasehold interest to all Material Real Property that is leased by the Contributed Entities, in each case, free and clear of all Encumbrances except Permitted Encumbrances. Neither Newco, Newco Service Company nor any one or more of the Contributed Entities has any real estate or ownership interests in, or any obligation or liability relating to, any brine pond located in Xxxxxxxx County, New York.
Title to Properties; Sufficiency of Assets. (a) None of the Transferred Companies or their Subsidiaries own any real property and have never owned any real property. Section 3.9 of the Disclosure Schedule lists all of the real property demised by leases, licenses, subleases or other occupancy agreements (the “Leases”), currently leased, licensed, used, managed or occupied by the Transferred Companies and their Subsidiaries (collectively, the “Real Property”). The Real Property constitutes all of the real property used by the Transferred Companies and their Subsidiaries in the conduct of their business.
Title to Properties; Sufficiency of Assets. (a) Neither the Company nor any of its Subsidiaries owns any real property.
Title to Properties; Sufficiency of Assets. (a) Except as set forth in Section 2.14 of the Company Disclosure Schedule, the Company has good, valid and marketable title to, or a valid leasehold or contractual interest in, all of the assets and properties (real and personal) which it owns or leases, and such assets and properties are owned or leased by it free and clear of all Encumbrances. Section 2.14 of the Company Disclosure Schedule contains a complete and correct list of (i) all real property owned by the Company (the “Owned Real Property”) and (ii) all real property leased by the Company (the “Leased Real Property”). The Company or, its applicable Company Subsidiaries, have good and marketable fee simple title to all of the Owned Real Property, in each case free and clear of all Encumbrances. Except for the Owned Real Property set forth on Section 2.14 of the Company Disclosure Schedule, the Company does not own or has never owned any real property. True, correct and complete copies of all lease agreements, including all amendments and modifications thereto, for all Leased Real Property (the “Leases”) have been made available to the Buyer. All rents due under the Leases have been paid. The Company enjoys undisturbed possession of its Leased Real Property and is in compliance with the terms of the Leases, and all Leases are in full force and effect. Each Lease constitutes the valid, legally binding and enforceable obligation of the Company party thereto and, to the Knowledge of the Company, each of the other parties thereto, except as may be limited by applicable Bankruptcy and Equity Principles. No party to any Lease has given written notice to the Company or made a claim in writing against the Company in respect of any breach or default thereunder.
Title to Properties; Sufficiency of Assets. Verano and its Subsidiaries, on a consolidated basis, are in possession of, and have title to or a valid leasehold interest in, all of the material tangible properties and assets reflected on the face of the Latest Balance Sheet or acquired after the date of the Latest Balance Sheet, in each case other than such tangible properties and assets that have been sold or otherwise disposed of in the ordinary course of business after the date of the Latest Balance Sheet or as may be set forth in the Disclosure Letter. Such material tangible properties and assets are free and clear of all Encumbrances other than Permitted Encumbrances and those Encumbrances as may set forth in the Disclosure Letter. Verano and its Subsidiaries, on a consolidated basis, posses or have valid rights to, all material assets and properties necessary to conduct the Verano Business in the ordinary course of business as of the date hereof.
Title to Properties; Sufficiency of Assets. (a) (i) The Sellers own good and valid title to, or hold a valid leasehold interest in, all of the Acquired Assets, whether tangible or intangible, free and clear of all Encumbrances (other than Permitted Encumbrances), and (ii) at the Closing, Sellers will transfer, convey and assign good and valid title to, or a valid leasehold interest in, all of the Acquired Assets free and clear of all Encumbrances (other than Permitted Encumbrances).
Title to Properties; Sufficiency of Assets. (a) Section 3.10 of the Seller Disclosure Letter sets forth the address or other description of each material parcel of Owned Real Property. With respect to each material parcel of Owned Real Property: (i) the Acquired Companies have good and marketable title, free and clear of all Liens other than Permitted Liens; (ii) except as set forth in Section 3.10 of the Seller Disclosure Letter, or in the Title Commitments or in the Foreign Title Assurances delivered to the Purchaser or its representatives as of the date hereof (even if only in draft form, which drafts are listed on Section 3.10(a) of the Seller Disclosure Letter), the Acquired Companies have not leased or otherwise granted to any Person the right to use or occupy all of such Owned Real Property or any material portion thereof; and (iii) except as set forth in Section 3.10 of the Seller Disclosure Letter, or in the Title Commitments or in the Foreign Title Assurances delivered to the Purchaser or its representatives as of the date hereof (even if only in draft form, which drafts are listed on Section 3.10(a) of the Seller Disclosure Letter), there are no outstanding options, rights of first offer, rights of reverter or rights of first refusal of third parties to purchase such Owned Real Property.
Title to Properties; Sufficiency of Assets. (a) The Company does not own any real property. The real property demised by the lease, described in Schedule 4.11, constitutes all of the real property used or occupied by the Company in connection with its business.
Title to Properties; Sufficiency of Assets. (a) Seller does not own any real property.
