Shake Shack 2015 Annual Report Download - page 154

qualification is required, except where the failure to qualify or be in good standing in such jurisdiction could not reasonably be expected to have a
Material Adverse Effect.
SECTION 3.02.
Authorization; Enforceability . (1) The Transactions are within each Loan Party’s organizational powers and have been duly
authorized by all necessary organizational actions and, if required, actions by equity holders.
(b) The Loan Documents to
which each Loan Party is a party have been duly executed and delivered by such Loan Party and constitute a legal,
valid and binding obligation of such Loan Party, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization,
moratorium or other laws affecting creditors’
rights generally and subject to general principles of equity, regardless of whether considered in a
proceeding in equity or at law.
SECTION 3.03.
Governmental Approvals; No Conflicts . The Transactions (a) do not require any consent or approval of, registration or filing
with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect and except for
filings necessary to perfect Liens created pursuant to the Loan Documents, (b) will not violate any Requirement of Law applicable to any Loan Party or
any of its Subsidiaries, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any
of its Subsidiaries or any of their respective assets, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its
Subsidiaries, except for such violations or defaults that could not reasonably be expected to have a Material Adverse Effect and (d) will not result in the
creation or imposition of any Lien on any asset of any Loan Party or any of its Subsidiaries, except Liens permitted under Section 6.02.
SECTION 3.04.
No Material Adverse Change . No event, change or condition has occurred that has had, or could reasonably be expected to
have, a Material Adverse Effect, since December 31, 2012.
SECTION 3.05. Properties . (1) As of the date of this Agreement, Schedule 3.05 sets forth the address of each parcel of real property that is
owned or leased by each Loan Party. Each of such leases and subleases is valid and enforceable in accordance with its terms and is in full force and
effect, and no default by any party to any such lease or sublease exists, other than such defaults that would not result in a termination of such lease or
sublease or could not reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and its Subsidiaries has good and indefeasible
title to, or valid leasehold interests in, all its real and material personal property, free of all Liens other than those permitted by Section 6.02.
(e)
Each Loan Party and its Subsidiaries owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual
property necessary and material to the conduct of the business of the relevant Loan Parties as currently conducted, a correct and complete list of which,
as of the date of this Agreement, is set forth on Schedule 3.05
, and to the knowledge of each Loan Party and its Subsidiaries, the use thereof by the Loan
Parties and its Subsidiaries does not infringe in any material respect upon the rights of any other Person, and except as set forth in Schedule 3.05
, the
Loan Parties’ rights thereto are not subject to any licensing agreement or similar arrangement.