Assets and Operations Sample Clauses
Assets and Operations. In the event that the Company intends to do any invasive testing at the Delta 1 Assets and Operations, the prior written consent of the Grantors, acting reasonably, shall be required. Any damage caused to the Delta 1 Assets and Operations solely as a result of the Company’s entry upon the Delta 1 Assets and Operations or as a result of tests carried out by the Company or its representatives at the Delta 1 Assets and Operations (absent the negligence or willful misconduct of the Grantors or their employees, agents or representatives) shall be promptly repaired by the Company, at its sole cost and expense.
Assets and Operations. Substantially all of the assets reflected in the balance sheet included in the filings with the SEC of SMPL are owned by Buyer and Buyer’s direct or indirect Subsidiaries.
Assets and Operations. 9.1 All assets used or held by the Company in connection with its business are:
(a) legally and beneficially owned by the Company free from Encumbrances (except for assets subject to hire purchase or finance lease agreements);
(b) used exclusively by the Company; and
(c) (where capable of possession) in the exclusive possession or under the direct control of the Company.
9.2 The Disclosed Information contains full and accurate details (or copies) of each hire purchase or finance lease agreement under which any asset is used or held by the Company.
9.3 The assets owned or used by the Company comprise all the assets and operations necessary for the continuation of the Company’s business as currently carried on. The Company does not depend on the use of assets owned, or services provided by, any member of the Seller Group.
Assets and Operations. The Company has conducted no business operations, other than to enter into and consummate the Eastern Agreement, and has no assets except for the Eastern Agreement and the stock of SRP and AWS.
Assets and Operations. (a) The demise of the Delta 2 Assets and Operations to the Company pursuant to the terms of the lease entered into as of March 29, 2019 by Village Farms and Village Farms Canada Limited Partnership, as landlord, and the Company, as tenant, shall constitute Share Capital and shall be deemed to have a value of $25,000,000.00 and the Company has issued Village Farms an additional 25,000,000 Shares in respect of such Share Capital on such date;
(b) The $2,500,000 contributed as of March 29, 2019 by Emerald pursuant to the Delta 2 Call Agreement shall constitute Share Capital and the Company has issued Emerald an additional 2,500,000 Shares in respect of such Share Capital on such date; and
(c) The Balance (as defined in the Delta 2 Call Agreement) to be contributed by Emerald pursuant to the Delta 2 Call Agreement shall constitute Share Capital as and when contributed to the Company in accordance with the Delta 2 Call Agreement and the Company has issued to Emerald an additional 22,500,000 Shares, which Shares were delivered in escrow directly to the escrow agent pursuant to the Escrow Agreement (the “D2 Escrow Agreement”) dated March 29, 2019 among Emerald, Village Farms and Torys LLP in respect thereof, Such Shares to be released from escrow pursuant to the terms of the D2 Escrow Agreement as and when the Balance is contributed, with one Share released from escrow concurrent with each $1.00 of the Balance contributed to the Company.
Assets and Operations. As of the date hereof, the Company has no operations and, except for the membership interests of, or other equity or voting interests in, its Subsidiaries, the Company does not own, directly or indirectly, any other assets.