Common use of Absence of Certain Changes, Etc Clause in Contracts

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since September 30, 2018: (a) there has been no Material Adverse Change in the Darien Group; (b) no Darien Group Member has: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien Group; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Date; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Darien’s share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since September November 30, 20182017: (a) there has been no Material Adverse Change in the Darien GroupCIVC or CIVC Subco; (b) no Darien Group Member neither of CIVC or CIVC Subco has: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupCIVC or CIVC Subco; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000250,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Darien’s CIVC's share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Concurrent Financing, the Business Combination and this AgreementAgreement and other than as disclosed in the DVI Disclosure Letter, since September 30December 31, 20182016: (a) there has been no Material Adverse Change in the Darien Groupto DVI; (b) no Darien Group Member hasDVI has not: (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupDVI; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000100,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Darien’s DVI's share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Concurrent Financing, the Business Combination and this AgreementAgreement and other than as disclosed in the WFC Disclosure Letter, since September June 30, 20182019: (a) there has been no Material Adverse Change in the Darien Groupto WFC; (b) no Darien Group Member hasWFC has not: (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupWFC; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,0002,000,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Darien’s WFC's share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since September 30, 20182017: (a) there has been no Material Adverse Change in the Darien RockBridge Group; (b) no Darien RockBridge Group Member has: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Rockbridge Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien RockBridge Group; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo Harvest or as will not result in a cash balance of less than $nil as at the Effective Date; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to DarienRockBridge’s share capital.

Absence of Certain Changes, Etc. Except Since December 31, 2017, other than as disclosed in Mezzotin Securities Documents filed by Mezzotin on SEDAR since such date, the Mezzotin Group has not carried on any material business activities, there has been no Material Adverse Change in the Mezzotin Group, and except as contemplated by the Business Combination and this Agreement, since September 30, 2018: (a) there has been no Material Adverse Change in the Darien Group; (b) no Darien Mezzotin Group Member has: (i) incurred any material liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) other than expenses (A) to pursue the Business Combination; and (B) in the ordinary course of business that are set forth on the balance sheet and taken into account in determining the Working Capital Deficiency; (ii) made or agreed to make any material expenditure; (iii) employed any Person or paid or made any commitment to pay any wages, fees or other compensation to any Person (other than legal and financial advisors in the ordinary course of business); (iv) other than pursuant to the Sabi Star Sale and the sale of related equipment and assets to Pan African Mining, each of which have been completed: (A) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent;; or (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien Group; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Date; (v) conducted its operations in any way other than in all material respects in the normal course of business; (viB) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or; (viiv) agreed or committed to do any of the foregoing, other than as set forth above and except for the Mezzotin Bonuses; and (cb) there has not been any declaration, setting aside or payment of any dividend with respect to Darien’s Mezzotin's share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and Combination, this Agreement, the Golden Arrow Share Purchase Agreement, the Aberdeen Royalty Purchase Agreement, the Thunder Creek Agreement and the Premier Royalty Employment Agreements, since September 30December 31, 20182011: (a) there has been no Material Adverse Change in the Darien Groupto Premier Royalty; (b) no Darien Group Member hasPremier Royalty has not: (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupPremier Royalty; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment additional assets in excess of $25,00050,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to DarienPremier Royalty’s share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and this Agreement, since September June 30, 20182020: (a) there has been no Material Adverse Change in the Darien Molystar Group; (b) no Darien Molystar Group Member has: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien Molystar Group; (iii) made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000CAD$25,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo Delic or as will not result in a cash balance of less than $nil as at the Effective Date; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Darien’s Molystar's share capital.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination and Combination, this Agreement, since September 30March 31, 20182017: (a) there has been no Material Adverse Change in Camex or the Darien GroupCamex Subsidiary; (b) no Darien Group Member neither Camex nor the Camex Subsidiary has: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Camex or the Darien GroupCamex Subsidiary; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000100,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to DarienCamex’s share capitalcapital stock.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation and this Agreement, since September 30, 2018incorporation: (a) there has been no Material Adverse Change in the Darien Groupto Nodalblock or Nodalblock Subco; (b) no Darien Group Member haseach of Nodalblock and Nodalblock Subco has not: (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course Ordinary Course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupNodalblock Business; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,00050,000; (iv) made or agreed to make any material increase in the compensation payable to any employee Employee, contractor, management, or director except for increases made in the ordinary course Ordinary Course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course Ordinary Course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to Darien’s share capitalthe capital stock of Nodalblock or Nodalblock Subco.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation and this Agreement, since September 30August 31, 20182019: (a) there has been no Material Adverse Change in the Darien Groupto eXeBlock or eXeBlock Subco; (b) no Darien Group Member haseach of eXeBlock and eXeBlock Subco has not: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course Ordinary Course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on the Darien GroupeXeBlock or eXeBlock Subco, respectively; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,00050,000; (iv) made or agreed to make any material increase in the compensation payable to any employee Employee, contractor, management or director except for increases made in the ordinary course Ordinary Course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course Ordinary Course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Darien’s share capitalthe capital stock of eXeBlock or eXeBlock Subco.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Combination, the Helikon Agreement and this Agreement, since September 30December 31, 20182016: (a) there has been no Material Adverse Change in to Desert Lion or the Darien GroupDesert Lion Subsidiary; (b) no Darien Group Member neither Desert Lion nor the Desert Lion Subsidiary has: (i) sold, transferred, distributed, distributed or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Desert Lion or the Darien GroupDesert Lion Subsidiary; (iii) other than with respect to the acquisition of the Licence and pursuant to the Helikon Agreement, prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000250,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement agreements or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Date;practice; 010017000-00145797; 2 15 (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) other than with respect to the acquisition of the Licence and pursuant to the Helikon Agreement, entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; or (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend or other distribution with respect to DarienDesert Lion’s share capitalcapital stock.

Absence of Certain Changes, Etc. Except as contemplated by the Business Combination Amalgamation, the Financing and this Agreement, since September 30July 31, 20182019: (a) there has been no Material Adverse Change in Mont or the Darien GroupMont Subsidiaries; (b) no Darien Group Member hasMont or the Mont Subsidiaries have not: (i) sold, transferred, distributed, or otherwise disposed of or acquired a material amount of its assets, or agreed to do any of the foregoing, except in the ordinary course of business, except as disclosed in the Darien Circular, by news release or in the Letter of Intent; (ii) incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had or is likely to have a Material Adverse Effect on Mont or the Darien GroupMont Subsidiaries, as applicable; (iii) prior to the date hereof, made or agreed to make any material capital expenditure or commitment for additions to property, plant, or equipment in excess of $25,000100,000; (iv) made or agreed to make any material increase in the compensation payable to any employee or director except for increases made in the ordinary course of business and consistent with presently existing policies or agreement or past practice or as disclosed in writing to Vireo or as will not result in a cash balance of less than $nil as at the Effective Datepractice; (v) conducted its operations in any way other than in all material respects in the normal course of business; (vi) entered into any material transaction or material Contract, or amended or terminated any material transaction or material Contract, except transactions or Contracts entered into in the ordinary course of business; orand (vii) agreed or committed to do any of the foregoing; and (c) there has not been any declaration, setting aside or payment of any dividend with respect to Darieneither of Mont’s share capitalor any Mont Subsidiary’s capital stock.