As of the Closing Date. The provisions of this Section 5.1(v) shall survive for the Survival Period.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 3.1(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties is set forth on Schedule 3.1(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 3.1(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens, other than, in the case of Stock of OSI, those in favor of the Trustee for the benefit of itself and the holders of the Senior Notes, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. All Business revenues relating to the period from and after the Closing shall be the responsibility and property of Purchaser upon the execution of this Agreement. Revenues and expenses from the operation of the Business relating to the period after the Closing shall be the property and liabilities, respectively, of Purchaser.
As of the Closing Date. (a) The Intellectual Property is held exclusively by Pxxxxxxx free and clear of all options, liens, security interests, agreements, restrictions and other encumbrances, except for that certain Trademark Consent Agreement by and between Pxxxxxxx and Dxxxx Xxxxxxxx, Inc., a Washington corporation (“Dxxxx Xxxxxxxx”), Which grants Dxxxx Xxxxxxxx a right to use the Intellectual Property in connection with cannabis retail sales within the State of Washington.
(b) There are no challenges, proceedings or infringement suits pending or, to the knowledge of Pxxxxxxx, threatened with respect to the Intellectual Property.
(c) Plandai will be granted a license to use the Intellectual Property in connection with the manufacture, distribution or sale of products using the name “Dxxxx Xxxxxxxx” which have been manufactured using the Process, on an exclusive basis, in any countries where such trademarks and/or trade names are filed.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on Schedule 5.4(b); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable, free and clear of all Liens other than those in favor of Agent for the benefit of Agent and Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties and each of their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and each of their Subsidiaries is set forth on Schedule 5.4(b); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in Schedule 5.4(b), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity.
As of the Closing Date. (i) the authorized Stock of each of the Credit Parties and each of their Subsidiaries is as set forth on SCHEDULE 3.1(B); (ii) all issued and outstanding Stock of each of the Credit Parties and each of their Subsidiaries is duly authorized and validly issued, fully paid, nonassessable (as applicable), free and clear of all Liens other than those in favor of (A) Agent for the benefit of Agent and Lenders and (B) Second Lien Agent for the benefit of Second Lien Agent and Second Lien Lenders, and such Stock was issued in compliance with all applicable state, federal and foreign laws concerning the issuance of securities; (iii) the identity of the holders of the Stock of each of the Credit Parties (other than Holdings) and their Subsidiaries and the percentage of their fully-diluted ownership of the Stock of each of the Credit Parties and their Subsidiaries is set forth on SCHEDULE 3.1(B); and (iv) no Stock of any Credit Party or any of their Subsidiaries, other than those described above, are issued and outstanding. Except as provided in SCHEDULE 3.1(B), as of the Closing Date, there are no preemptive or other outstanding rights, options, warrants, conversion rights or similar agreements or understandings for the purchase or acquisition from any Credit Party or any of their Subsidiaries of any Stock of any such entity. No Credit Party has any Subsidiaries except as set forth on SCHEDULE 3.1(B).
As of the Closing Date. For purposes of this SECTION 9.1(a) only, a "material" breach shall be a breach which in the reasonable judgment of Purchaser, exercised in good faith, exposes Purchaser or the Property to costs, expenses or damages in excess of Fifty Thousand Dollars ($50,000). If such representations, warranties and covenant of Seller have been breached prior to the Closing Date and Purchaser has notified Seller of such breach, but such breach is not "material" then Purchaser shall have no right to terminate this Contract but, upon specific written request therefor by Purchaser, a reasonable estimation of such amount shall 31. be withheld from the Purchase Price by the Purchaser pending determination of the amount of, and Seller shall indemnify, defend and hold Purchaser harmless from and against all losses, damages, costs and expenses (whether or not they eventually exceed Fifty Thousand Dollars ($50,000)), including, without limitation, reasonable attorneys' fees, charges and costs, incurred by Purchaser by reason of such breach.
As of the Closing Date. The Administrative Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
As of the Closing Date. All representations made by SJH ---------------------- Partnership pursuant to this Section 3 will be true and correct at the Closing Date as if they were made at that time and shall survive the Closing; provided, however, should SJH Partnership have actual knowledge of changed circumstances which shall render any of the representations and warranties set forth above untrue prior to the Closing Date, it shall provide written notice of such changed circumstances to Buyer. To the extent that such changed circumstances shall materially and adversely affect the ability of Buyer to construct and operate the Villas, Buyer may, at its option, by written notice delivered to SJH Partnership within ten (10) days of the date of notice of such changed circumstances received from SJH Partnership, elect to terminate this Agreement and receive a refund of the Deposit. If Buyer shall not provide timely written notice of such intent to terminate, its right to terminate this Agreement as a result of such changed circumstances shall be fully and forever waived and the Closing shall proceed without diminution in the Purchase Price.