AME Business definition
Examples of AME Business in a sentence
Pursuant to the Agreement, Verano and the Companies desire to combine the Verano Business and the AME Business under a combined corporate ownership structure pursuant to the Plan of Arrangement.
The Company Real Property constitutes all real property currently used by such Company or any of its Company Subsidiaries with respect to the AME Business.
Such Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of the AME Business as currently conducted, makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.
None of the Companies or Verano shall engage in integration of the Verano Business and the AME Business prior to the Closing, including such actions that are subject to required authorizations and approvals of Governmental Authorities under the HSR Act and other applicable Laws.
Such Company or one of its Company Subsidiaries, as applicable, own or possess sufficient legal rights to all Intellectual Property that is owned or used by such Company or Company Subsidiary in the conduct of the AME Business as now conducted and as presently proposed to be conducted (the “Company Intellectual Property”), without any known conflict with, or infringement of, the rights of others.
Such Company and each of its Company Subsidiaries has not received any communications alleging that such Company or Company Subsidiary has violated, or by conducting the AME Business, would violate any of the Intellectual Property of any other Person.
Each Commercial Arrangement shall comply with applicable state Law in the relevant jurisdictions and the obligations of any Company or its Subsidiaries or Affiliates thereunder shall be limited to those otherwise required to manage and operate the AME Business in accordance with the applicable Company Permit in the states in which it operates.
Any investigation pursuant to this Section 5.02 shall be conducted in such manner as not to interfere unreasonably with the conduct of the AME Business or the Verano Business, as applicable.
Each Company Subsidiary of such Company is duly licensed or qualified to do business and is in good standing in each jurisdiction in which the properties owned or leased by it, or the operation of the AME Business as currently conducted, makes such licensing or qualification necessary, except where the failure to be so licensed, qualified or in good standing would not have a Material Adverse Effect.
To the Company’s Knowledge, there are no claims related to such Company, such Company Subsidiary or the AME Business pending under any such insurance policies as to which coverage has been questioned, denied or disputed or in respect of which there is an outstanding reservation of rights.