Cannabis Laws. The Agents and Credit Parties acknowledge that although Canadian Cannabis Laws and certain U.S. State Cannabis Laws have legalized the cultivation, distribution, sale, transfer and possession of cannabis and related products, (a) the nature and scope of U.S. Federal Cannabis Laws may result in circumstances where activities permitted under Canadian Cannabis Laws and U.S. State Cannabis Laws may contravene U.S. Federal Cannabis Laws and (b) engagement in Restricted Cannabis Activities may contravene U.S. Federal Cannabis Laws. Accordingly, for the purpose hereof, each representation, covenant and other provision hereof relating to compliance with Applicable Law will be subject to the following: (i) engagement in any activity that is permitted by Canadian Cannabis Laws or U.S. State Cannabis Laws but contravenes U.S. Federal Cannabis Laws, and in respect of which the applicable Governmental Authority has agreed, or are bound by Applicable Law (e.g., the proposed Secure and Fair Enforcement (SAFE) Banking Act (H.R. 1595) and the proposed Clarifying Law Around Insurance of Marijuana (CLAIM) Act (H.R. 4074 and Senate Bxxx 2201)), to forego or have otherwise suspended prosecution and enforcement of such U.S. Federal Cannabis Laws will not, in and of itself, be deemed to be non-compliance with Applicable Law; (ii) engagement in any Restricted Cannabis Activity will be deemed to be non-compliance with Applicable Law; and (iii) if any Change in Cannabis Law results in the business activities of any Credit Party becoming Restricted Cannabis Activities, such Change in Cannabis Law will be deemed to have had a Material Adverse Effect. Nothing contained in this Agreement shall require Credit Parties to violate any provision of the Canadian Cannabis Law or U.S. State Cannabis Law or its attending regulations, as applicable.
Cannabis Laws. (a) Agents, Lenders and the Credit Parties acknowledge that, although U.S. State Cannabis Laws and Canadian Cannabis Laws have legalized certain cultivation, distribution, sale and possession of cannabis and related products and other activities related to a Cannabis Business, the nature and scope of U.S. Federal Cannabis Laws may result in circumstances where activities permitted under U.S. State Cannabis Laws or Canadian Cannabis Laws may contravene U.S. Federal Cannabis Laws. It is acknowledged that, as of the Closing Date, U.S. State Cannabis Laws contravene U.S. Federal Cannabis Laws. Accordingly, for the purposes of this Agreement and the other Credit Documents, each representation, warranty, covenant and other provision in this Agreement or any other Credit Document will be subject to the following: (i) no representation, warranty, covenant or other agreement is made, or deemed to be made, with respect to compliance with, or application of, any U.S. Federal Cannabis Law 129 21029590V.1 to the extent such U.S. Federal Cannabis Law relates, directly or indirectly, to the unlawful nature of other activities related to a Cannabis Business; and (ii) engagement in any activity that is permitted by U.S. State Cannabis Laws or Canadian Cannabis Laws but contravenes U.S. Federal Cannabis Laws will not, in and of itself, be deemed to be non-compliance with Applicable Law. Nothing contained in this Agreement shall require the Credit Parties to violate any provision of U.S. State Cannabis Laws or Canadian Cannabis Laws or attending regulations, as applicable.
Cannabis Laws. THIS AGREEMENT IS SUBJECT TO STRICT REQUIREMENTS FOR ONGOING REGULATORY COMPLIANCE BY THE PARTIES HERETO, INCLUDING, WITHOUT LIMITATION, REQUIREMENTS THAT THE PARTIES TAKE NO ACTION IN VIOLATION OF LOCAL OR STATE LAW REGARDING THE REGULATION OR ENFORCEMENT OF STATE-COMPLIANT CANNABIS OPERATIONS (TOGETHER WITH ALL RELATED RULES AND REGULATIONS THEREUNDER, AND ANY SUCCESSOR, THE “ACT”) OR THE GUIDANCE OR INSTRUCTION OF ANY APPLICABLE STATE REGULATORY BODY (INCLUDING ANY SUCCESSOR OR REGULATORY BODY WITH OVERLAPPING JURISDICTION, THE “REGULATOR”). COMMON TERMS AND CONDITIONS 10.2 Page 40 of 42 (4.21.21 - 21:54) THE PARTIES HERETO AGREE AND ACKNOWLEDGE THAT NO PARTY MAKES, WILL MAKE, OR SHALL BE DEEMED TO MAKE OR HAVE MADE ANY REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE COMPLIANCE OF THIS AGREEMENT WITH ANY FEDERAL CANNABIS LAWS. NO PARTY HERETO SHALL HAVE ANY RIGHT OF RESCISSION OR AMENDMENT ARISING OUT OF OR RELATING TO ANY NON-COMPLIANCE WITH FEDERAL CANNABIS LAWS UNLESS SUCH NON-COMPLIANCE ALSO CONSTITUTES A VIOLATION OF APPLICABLE STATE LAW AS DETERMINED IN ACCORDANCE WITH THE ACT OR BY THE REGULATOR, AND NO PARTY SHALL SEEK TO ENFORCE THE PROVISIONS HEREOF IN FEDERAL COURT UNLESS AND UNTIL THE PARTIES HAVE REASONABLY DETERMINED THAT THE ACT IS FULLY COMPLIANT WITH FEDERAL CANNABIS LAWS. AS USED HEREIN, “FEDERAL CANNABIS LAWS” MEANS ANY U.S. FEDERAL LAWS, CIVIL, CRIMINAL OR OTHERWISE, AS SUCH RELATE, EITHER DIRECTLY OR INDIRECTLY, TO THE CULTIVATION, HARVESTING, PRODUCTION, DISTRIBUTION, SALE AND POSSESSION OF CANNABIS, MARIJUANA OR RELATED SUBSTANCES OR PRODUCTS CONTAINING OR RELATING TO THE SAME, INCLUDING, WITHOUT LIMITATION, THE PROHIBITION ON DRUG TRAFFICKING UNDER 21 U.S.C. § 841(A), ET SEQ., THE CONSPIRACY STATUTE UNDER 18 U.S.C. § 846, THE BAR AGAINST AIDING AND ABETTING THE CONDUCT OF AN OFFENSE UNDER 18 U.S.C. § 2, THE BAR AGAINST MISPRISION OF A FELONY (CONCEALING ANOTHER’S FELONIOUS CONDUCT) UNDER 18 U.S.C. § 4, THE BAR AGAINST BEING AN ACCESSORY AFTER THE FACT TO CRIMINAL CONDUCT UNDER 18 U.S.C. § 3, AND FEDERAL MONEY LAUNDERING STATUTES UNDER 18 U.S.C. §§ 1956, 1957, AND 1960 AND THE REGULATIONS AND RULES PROMULGATED UNDER ANY OF THE FOREGOING. THE PARTIES ACKNOWLEDGE AND UNDERSTAND THAT THE ACT AND/OR THE REQUIREMENTS OF THE REGULATOR ARE SUBJECT TO CHANGE AND ARE EVOLVING AS THE MARKETPLACE FOR STATE-COMPLIANT CANNABIS BUSINESSES CONTINUES TO EVOLVE. IF NECESSARY OR DESIRABLE TO COMPLY WITH THE REQUIREMENTS OF THE AC...
Cannabis Laws. Grantor acknowledges (x) that the cultivation, production, sale, manufacture, distribution, possession, and use of Cannabis is illegal under Federal Cannabis Laws and other United States federal laws, rules, and regulations, including (without limitation): (i) the investment in a company engaging in such activities, (ii) making a loan to a Person engaging in such activities, and (iii) entering into a transaction, contract, or other agreement with a Person engaging such activities, and (y) that the Purchase Agreement and some or all of the transactions contemplated thereby may violate or be in violation of Federal Cannabis Laws other United States federal laws, rules, and regulations concerning Cannabis. Given the foregoing and notwithstanding Federal Cannabis Laws and any other United States federal laws, rules, and regulations, Grantor hereby (A) EXPRESSLY WAIVES any defense to the enforcement of the terms and conditions of this Agreement and the Purchase Agreement based upon non-conformance with, or violation of, any Federal Cannabis Laws or any applicable law relating to Cannabis or the Cannabis industry, and (B) agree, acknowledge, and affirm that no such non-conformance with, or violation of, any Federal Cannabis Law, other United States federal law, rule, or regulation, or other applicable law relating to Cannabis or the Cannabis industry shall render this Agreement, the Purchase Agreement or any other document or instruments executed in connection with the Purchase Agreement, or any of the terms and conditions hereof or thereof null, void, or otherwise unenforceable, to the extent permitted by applicable law.
Cannabis Laws. The Company operates in compliance in all material respects with the United States Department of Justice guidance to United States Attorneys regarding enforcement priorities for prosecuting marijuana-related crimes, as set forth in the memorandum issued by Deputy Attorney General Xxxxx Xxxx, dated August 29, 2013 (the “Xxxx Memo”). As part of its compliance with the Xxxx Memo, the Company has used commercially reasonable efforts to ensure that the Company does not: (i) distribute marijuana to minors; (ii) direct revenue from the sale of marijuana to criminal enterprises, gangs, and cartels, or otherwise have any involvement with such groups; (iii) divert marijuana from states where it is legal under state law in some form to other states; (iv) use state-authorized marijuana activity as a cover or pretext for the trafficking of other illegal drugs or other illegal activity; (v) use violence or firearms in the cultivation and distribution of marijuana; (vi) contribute to drugged driving and the exacerbation of other adverse public health consequences associated with marijuana use; (vii) grow or possess marijuana on public lands; or (viii) promote marijuana possession or use on federal property. The Company is in material compliance with all Federal Cannabis Laws applicable to it. “Federal Cannabis Laws” means any U.S. federal laws, civil, criminal or otherwise, as such relate, either directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of cannabis, marijuana or related substances or products containing or relating to the same, including, without limitation, the prohibition on drug trafficking under 21 U.S.C. § 841(a), et seq., the conspiracy statute under 18 U.S.C. § 846, the bar against aiding and abetting the conduct of an offense under 18 U.S.C. § 2, the bar against misprision of a felony (concealing another’s felonious conduct) under 18 U.S.C. § 4, the bar against being an accessory after the fact to criminal conduct under 18 U.S.C. § 3, and federal money laundering statutes under 18 U.S.C. §§ 1956, 1957, and 1960 and the regulations and rules promulgated under any of the foregoing.
Cannabis Laws. The parties acknowledge that although certain US State Cannabis Laws have legalized the cultivation, distribution, sale and possession of cannabis and related products, (a) the nature and scope of US Federal Cannabis Laws may result in circumstances where activities permitted under US State Cannabis Laws may contravene US Federal Cannabis Laws, and (b) engagement in Restricted Cannabis Activities may also contravene US Federal Cannabis Laws. Accordingly, for the purpose hereof, each representation, covenant and other provision hereof relating to compliance with applicable law will be subject to the following qualifications: (i) engagement in any activity that is permitted by US State Cannabis Laws but contravenes US Federal Cannabis Laws, and in respect of which the applicable Governmental Authorities have agreed, or are bound by applicable law (e.g., the proposed Secure and Fair Enforcement (SAFE) Banking Act (H.R. 1595) and the proposed Clarifying Law Around Insurance of Marijuana (CLAIM) Act (H.R. 4074 and Senate Bill 2201)), to forego or otherwise suspend prosecution and enforcement of such US Federal Cannabis Laws will not, in and of itself, be deemed to be non-compliance with applicable law; (ii) engagement in any Restricted Cannabis Activity will be deemed to be non-compliance with applicable law; and (iii) if any Change in Law results in the business activities of any Obligor or Individual Limited Guarantor becoming Restricted Cannabis Activities, such Change in Law will be deemed to have had a Material Adverse Effect.
Cannabis Laws. The parties acknowledge that although certain Arizona state laws have legalized the cultivation, distribution, sale and possession of cannabis and related products, the nature and scope of the federal laws of the United States treating cannabis and related products as illegal or controlled substances (“US Federal Cannabis Laws”) may result in circumstances where activities permitted under Arizona state law may contravene US Federal Cannabis Laws. Accordingly, for the purpose hereof, each representation, covenant and other provision hereof relating to compliance with applicable law will be subject to the following qualification: engagement in any activity that is permitted by Arizona state law but contravenes US Federal Cannabis Laws, will not, in and of itself, be deemed to be non-compliance with applicable law or the provisions of this Agreement requiring compliance with such law. DATED as of the date first written above. LENDER – PRIVATE MONEY FUNDING, LLC By: /s/ Xxxx Xxxxxxxxx Xxxx Xxxxxxxxx, Member BORROWER – ZP RE AZ XXXXXX, LLC, an Arizona limited liability company By: ZP RE HOLDINGS, LLC, an Arizona limited liability company Its: sole member By: ZONED PROPERTIES, INC., A Nevada corporation Its: sole member By: /s/ Xxxxx XxXxxxx __________________, Its _______________
Cannabis Laws. The Parties acknowledge that the production, sale, manufacture, possession and use of cannabis is illegal under U.S. federal law, including the investment in a company engaging in such activities, and the Parties expressly waive any defense to the enforcement of the terms and conditions of this LOI based upon non-conformance with federal law relating to cannabis (marijuana) and the cannabis (marijuana) industry.
Cannabis Laws. This Agreement is subject to strict requirements for ongoing regulatory compliance by the Parties, including, without limitation, requirements that the Parties take no action in violation of either the marijuana establishment Laws of any jurisdiction or jurisdictions to which Seller or any of its subsidiaries are, or may at any time become, subject, including, without limitation, the Nevada Cannabis Laws. The Parties acknowledge and understand that the Nevada Cannabis Laws and/or the requirements of the Regulatory Authorities are subject to change and are evolving as the marketplace for state-compliant cannabis businesses continues to evolve. If necessary to comply with the requirements of the Nevada Cannabis Laws and/or the Regulatory Authorities, the Parties hereby agree to (and to cause their respective Affiliates and Representatives to) use their respective commercially reasonable efforts to take all actions reasonably requested to ensure compliance with the Nevada Cannabis Laws and/or the Regulatory Authorities, including, without limitation, negotiating in good faith to amend, restate, amend and restate, supplement, or otherwise modify this Agreement to reflect terms that most closely approximate the Parties’ original intentions but are responsive to and compliant with the requirements of the Nevada Cannabis Laws and/or the Regulatory Authorities. In furtherance of the foregoing, the Parties further agree to cooperate with the Regulatory Authorities to promptly respond to any informational requests, supplemental disclosure requirements, or other correspondence from the Regulatory Authorities and, to the extent permitted by the Regulatory Authorities, keep all other parties hereto fully and promptly informed as to any such requests, requirements, or correspondence.
Cannabis Laws. Each of the Parent and each Company is in compliance with all Cannabis Laws applicable to it, its property or its business including, in the case of the Companies, the Business. Specifically, but without limitation, neither the Parent nor any Company (i) conducts any Cannabis Activities, or (ii) holds an Investment in any Person who conducts any Cannabis Activities, in each case other than in an Approved Jurisdiction where such Cannabis Activities would not violate or result in a breach of any applicable Cannabis Law. Schedule 4.01(i) attached hereto, or as updated from time to time by each Compliance Certificate, sets out all such Investments of the Companies, and all Approved Jurisdictions of the Credit Parties.
