Common use of Absence of Certain Changes of Events Clause in Contracts

Absence of Certain Changes of Events. Since December 31, 2023, except as disclosed to the Purchaser: (a) Each entity in the CannMart Group has conducted its business only in the Ordinary Course. (b) Each entity in the CannMart Group has not (i) issued, sold, or agreed to issue, sell, pledge, hypothecate, lease, dispose of or encumber any securities of such entity or any right, option or warrant with respect thereto, or (ii) split, combined or reclassified any of its securities, or declared or made any distribution in respect thereof. (c) Each entity in the CannMart Group has not amended or proposed to amend its Constating Documents. (d) Each entity in the CannMart Group as not incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, a Material Adverse Effect on the CannMart Group. (e) Other than as disclosed in the CannMart Group Disclosure Schedule, each entity in the CannMart Group has neither approved nor entered into any agreement in respect of the purchase of any assets or properties or any interest therein, or the sale, transfer or other disposition of any portion of its assets or properties or any interest therein currently owned by such entity and/or its affiliates, whether by asset sale, transfer of shares or otherwise, or a change of control (by sale or transfer of shares or sale of all or substantially all such property and assets). (f) Each entity in the CannMart Group has not incurred or suffered a Material Adverse Effect. (g) Each entity in the CannMart Group has not redeemed, repurchased or otherwise acquired any of its securities, or declared, set aside, or paid or made any dividend or other distribution (whether in cash or otherwise) with respect to any of its securities. (h) Each entity in the CannMart Group has not entered into, or amended, any CannMart Xxxxx Xxxxxxxx Contract. (i) Each entity in the CannMart Group has not entered into any Contract under which it has outstanding indebtedness for borrowed money or for the deferred purchase price of property or made any loan or advance to any Person. (j) Each entity in the CannMart Group has not satisfied or settled any material claims or material liabilities, other than the settlement of claims or liabilities incurred in the Ordinary Course. (k) Each entity in the CannMart Group has not entered into any agreement or understanding to do any of the foregoing.

Absence of Certain Changes of Events. Since Except as set forth in Section 3.25 of the GFS Disclosure Schedule, since December 31, 20232009, except as disclosed to the Purchaserknowledge of the Sellers: (a) Each entity there has been no event, occurrence, change in the CannMart Group has conducted its business only condition (financial or otherwise), or operations of the Companies that could reasonably be expected to result in the Ordinary Course.a Material Adverse Effect; (b) Each entity the Companies have not incurred any indebtedness for money borrowed or any material liability or obligation, contingent or otherwise, except in the CannMart Group has ordinary course of Business or entered into any material commitment or other transaction not in the ordinary course of Business; (ic) the Companies have not altered its method of accounting; (d) the Companies have not incurred or become subject to any material claim or material liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract; (e) except in the ordinary course of Business and consistent with the past practice of the Companies, the Companies have not sold, transferred, or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any of its assets, property or rights or canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims; (f) the Companies have not entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights, or requiring the consent of any party to the transfer and assignment of any of such assets, property or rights; (g) the Companies have not issued, sold, delivered or agreed to issue, sellsell or deliver any member interests, pledge, hypothecate, lease, dispose of bonds or encumber any securities of such entity or any right, option or warrant with respect thereto, or (ii) split, combined or reclassified any of its other securities, or declared granted or made agreed to grant any distribution in respect thereof. (c) Each entity in the CannMart Group has not amended or proposed to amend its Constating Documents. (d) Each entity in the CannMart Group as not incurred any liability or obligation of any nature (whether absoluteoptions, accrued, contingent or otherwise) which has had, or is reasonably likely to have, a Material Adverse Effect on the CannMart Group. (e) Other than as disclosed in the CannMart Group Disclosure Schedule, each entity in the CannMart Group has neither approved nor entered into any agreement in respect of the purchase of any assets or properties or any interest therein, or the sale, transfer warrants or other disposition of any portion of its assets or properties or any interest therein currently owned by such entity and/or its affiliatesrights calling for the issue, whether by asset sale, transfer of shares or otherwise, or a change of control (by sale or transfer of shares or sale of all or substantially all such property and assets). (f) Each entity in the CannMart Group has not incurred or suffered a Material Adverse Effect. (g) Each entity in the CannMart Group has not redeemed, repurchased or otherwise acquired any of its securities, or declared, set aside, or paid or made any dividend or other distribution (whether in cash or otherwise) with respect to any of its securities.delivery thereof; (h) Each entity in the CannMart Group has Companies have not entered intoadopted any new, or amendedmade any increase in, any CannMart Xxxxx Xxxxxxxx Contract.profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of such officers, directors or salaried employees; and (i) Each entity in the CannMart Group has Companies have not entered into any Contract under which it has outstanding indebtedness for borrowed money material verbal or for the deferred purchase price of property written agreement or made any loan or advance to any Person. (j) Each entity other transaction that is not in the CannMart Group has not satisfied or settled any material claims or material liabilities, other than the settlement ordinary course of claims or liabilities incurred in the Ordinary Coursetheir respective Business. (k) Each entity in the CannMart Group has not entered into any agreement or understanding to do any of the foregoing.

Absence of Certain Changes of Events. Since Except as set forth in Schedule 4.15 or in the Financial Statements, since December 31, 2023, except as disclosed to the Purchaser2002: (a) Each entity there has been no material change in the CannMart Group has conducted its business only in the Ordinary Course.condition, financial or otherwise, or operations of any of Advisors or Capital; (b) Each entity neither Advisors nor Capital has incurred any indebtedness for money borrowed or any material liability or obligation, contingent or otherwise, except in the CannMart Group ordinary course of business, or entered into any material commitment or other transaction not in the ordinary course of business; (c) there has not been no event, occurrence, or development that has resulted or that could result in a Material Adverse Effect with respect to any of Advisors or Capital; (d) neither Advisors nor Capital has declared or made any payment or distribution of cash or other property to its partners or officers (other than in compliance with existing compensation agreements or incentive option plans), or purchased, redeemed (or made any agreements to purchase or redeem) any limited partner interest; (e) neither Advisors nor Capital has altered its method of accounting; (f) neither Advisors nor Capital has incurred or become subject to any material claim or material liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract; (g) except in the ordinary course of business and consistent with past practices, neither Advisors nor Capital has sold, transferred, or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any of its assets, property or rights or canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims; (h) neither Advisors nor Capital has entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights, or requiring the consent of any party to the transfer and assignment of any of such assets, property or rights; (i) neither Advisors nor Capital has made any change in its authorized capital or outstanding securities; (j) neither Advisors nor Capital has issued, sold, delivered or agreed to issue, sellsell or deliver any member interests, pledge, hypothecate, lease, dispose of bonds or encumber any securities of such entity or any right, option or warrant with respect thereto, or (ii) split, combined or reclassified any of its other securities, or declared granted or made agreed to grant any distribution in respect thereof. (c) Each entity in the CannMart Group has not amended or proposed to amend its Constating Documents. (d) Each entity in the CannMart Group as not incurred any liability or obligation of any nature (whether absoluteoptions, accrued, contingent or otherwise) which has had, or is reasonably likely to have, a Material Adverse Effect on the CannMart Group. (e) Other than as disclosed in the CannMart Group Disclosure Schedule, each entity in the CannMart Group has neither approved nor entered into any agreement in respect of the purchase of any assets or properties or any interest therein, or the sale, transfer warrants or other disposition of any portion of its assets or properties or any interest therein currently owned by such entity and/or its affiliatesrights calling for the issue, whether by asset sale, transfer of shares or otherwise, or a change of control (by sale or transfer of shares or sale of all or substantially all such property and assets). (f) Each entity in the CannMart Group has not incurred or suffered a Material Adverse Effect. (g) Each entity in the CannMart Group has not redeemed, repurchased or otherwise acquired any of its securities, or declared, set aside, or paid or made any dividend or other distribution (whether in cash or otherwise) with respect to any of its securities. (h) Each entity in the CannMart Group has not entered into, or amended, any CannMart Xxxxx Xxxxxxxx Contract. (i) Each entity in the CannMart Group has not entered into any Contract under which it has outstanding indebtedness for borrowed money or for the deferred purchase price of property or made any loan or advance to any Person. (j) Each entity in the CannMart Group has not satisfied or settled any material claims or material liabilities, other than the settlement of claims or liabilities incurred in the Ordinary Course.delivery thereof; (k) Each entity in neither Advisors nor Capital has adopted any new, or made any increase in, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of such officers, directors or salaried employees; (l) neither Advisors nor any employee of Advisors has been cited for any violations of the CannMart Group Advisers Act or the rules and regulations of the Commission promulgated thereunder; and (m) neither Advisors nor Capital has not entered into any material oral or written agreement or understanding to do any other transaction that is not in the ordinary course of the foregoingbusiness.

Absence of Certain Changes of Events. Since Except as set forth in Schedule 5A.13, since December 31, 2023, except as disclosed to the Purchaser:2002, (a) Each entity there has been no material change in the CannMart Group has conducted its business only in the Ordinary Course.condition, financial or otherwise, or operations of PMT, (b) Each entity PMT has not incurred any indebtedness for money borrowed or any material liability or obligation, contingent or otherwise, except in the CannMart Group ordinary course of business or entered into any material commitment or other transaction not in the ordinary course of business, (c) there has been no event, occurrence, or development that has resulted or that could result in a Material Adverse Effect, (d) PMT has not declared or made any payment or distribution of cash or other property to its directors or officers (other than in compliance with existing compensation agreements or incentive option plans), or purchased, redeemed (or made any agreements to purchase or redeem) any limited partner interest, (e) PMT has not altered its method of accounting, (f) PMT has not incurred or become subject to any material claim or material liability for any damages or alleged damages for any actual or alleged negligence or other tort or breach of contract, (g) except in the ordinary course of business and consistent with the past practice of PMT, PMT has not sold, transferred, or otherwise disposed of, or agreed to sell, transfer or otherwise dispose of any of its assets, property or rights or canceled or otherwise terminated, or agreed to cancel or otherwise terminate, any debts or claims, (h) PMT has not entered or agreed to enter into any agreement or arrangement granting any preferential rights to purchase any of its assets, property or rights, or requiring the consent of any party to the transfer and assignment of any of such assets, property or rights, (i) PMT has not made any change in its authorized capital or outstanding securities, (j) PMT has not issued, sold, delivered or agreed to issue, sellsell or deliver any member interests, pledge, hypothecate, lease, dispose of bonds or encumber any securities of such entity or any right, option or warrant with respect thereto, or (ii) split, combined or reclassified any of its other securities, or declared granted or agreed to grant any options, warrants or other rights calling for the issue, sale or delivery thereof, (k) PMT has not adopted any new, or made any distribution in respect thereof.increase in, any profit sharing, bonus, deferred compensation, savings, insurance, pension, retirement or other employee benefit plan, payment or arrangement made to, for or with any of such officers, directors or salaried employees; (cl) Each entity in neither PMT nor any employee of PMT has been cited for any violations of the CannMart Group has not amended Texas Finance Code or proposed to amend its Constating Documents.regulations of the Department of Banking promulgated thereunder, and (dm) Each entity in the CannMart Group as not incurred any liability or obligation of any nature (whether absolute, accrued, contingent or otherwise) which has had, or is reasonably likely to have, a Material Adverse Effect on the CannMart Group. (e) Other than as disclosed in the CannMart Group Disclosure Schedule, each entity in the CannMart Group has neither approved nor entered into any agreement in respect of the purchase of any assets or properties or any interest therein, or the sale, transfer or other disposition of any portion of its assets or properties or any interest therein currently owned by such entity and/or its affiliates, whether by asset sale, transfer of shares or otherwise, or a change of control (by sale or transfer of shares or sale of all or substantially all such property and assets). (f) Each entity in the CannMart Group has not incurred or suffered a Material Adverse Effect. (g) Each entity in the CannMart Group has not redeemed, repurchased or otherwise acquired any of its securities, or declared, set aside, or paid or made any dividend or other distribution (whether in cash or otherwise) with respect to any of its securities. (h) Each entity in the CannMart Group has not entered into, or amended, any CannMart Xxxxx Xxxxxxxx Contract. (i) Each entity in the CannMart Group PMT has not entered into any Contract under which it has outstanding indebtedness for borrowed money material verbal or for the deferred purchase price of property written agreement or made any loan or advance to any Person. (j) Each entity other transaction that is not in the CannMart Group has not satisfied or settled any material claims or material liabilities, other than the settlement ordinary course of claims or liabilities incurred in the Ordinary Coursebusiness. (k) Each entity in the CannMart Group has not entered into any agreement or understanding to do any of the foregoing.