Cannabis Licenses. The Company has provided the Agents with copies of all material documents and correspondence relating to the licenses issued pursuant to the Cannabis Act, as applicable (the “Cannabis Licenses”), to the Company and any Subsidiary. The Company and the Subsidiaries are in compliance, in all material respects, with the terms and conditions of all such Cannabis Licenses and all other licenses, permits and authorizations required in connection with their respective businesses and the Company and each Subsidiary expects to obtain, maintain and/or renew, as applicable, such Cannabis Licenses or any other required license, authorization or permit. The transactions contemplated herein (including the proposed use of proceeds from the offering of the Shares) are not expected to have any adverse impact on the Cannabis Licenses or require the Company or any Subsidiary to obtain any new license under the Cannabis Act or any other Applicable Law. The Company and the Subsidiaries have obtained all material permits or licenses required in connection with their respective businesses as currently conducted, including the Cannabis Licenses.
Cannabis Licenses. At all times:
(a) maintain in good standing and keep effective all Cannabis Licenses necessary for the operation of the Core Business to the extent that the failure to maintain in good standing and keep effective such Cannabis Licenses could reasonably be expected to have an adverse impact of (i) at any time when the principal amount of the Loans is One Hundred Million and 00/100 Dollars ($100,000,000) or less, twenty percent (20.00%) of Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters ended as of the end of the most recent Fiscal Quarter for which audited financial statements have been delivered pursuant to Section 7.1(a) or internal financial statements have been delivered pursuant to Section 7.1(b) (or forty percent (40.00%) of Consolidated EBITDA, if Consolidated EBITDA for such period is at least Sixty Million and 00/100 Dollars ($60,000,000)) and (ii) at any time when the principal amount of the Loans is more than One Hundred Million and 00/100 Dollars ($100,000,000), twenty percent (20.00%) of Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters ended as of the end of the most recent Fiscal Quarter for which audited financial statements have been delivered pursuant to Section 7.1(a) or internal financial statements have been delivered pursuant to Section 7.1(b); provided, in each case, that if such financial statements have not been delivered pursuant to Section 7.1(a) or Section 7.1(b) at the time of determination then such four consecutive Fiscal Quarter period shall end as of the last day of the most recent Fiscal Quarter for which consolidated financial statements of the Borrower are publicly available on SEDAR or XXXXX; and
(b) notify the Administrative Agent in writing of the cancellation, suspension, lapse, termination, postponement, invalidity or replacement of any Cannabis License.
Cannabis Licenses. At all times:
(a) maintain in good standing and keep effective all Cannabis Licenses necessary for the operation of the Core Business except to the extent that the failure to maintain in good standing and keep effective a Cannabis License (in aggregate with each other Cannabis License necessary for the operation of the Core Business not maintained in good standing and kept effective during the term of this Agreement) could not reasonably be expected to result in a loss of twenty-five percent (25.00%) or more of Consolidated EBITDA for the most recent period of four consecutive Fiscal Quarters ended as of the end of the most recent Fiscal Quarter for which audited financial statements have been delivered pursuant to Section 7.1(a) or internal financial statements have been delivered pursuant to Section 7.1(b); provided that if such financial statements have not been delivered pursuant to Section 7.1(a) or Section 7.1(b) at the time of determination then such four consecutive Fiscal Quarter period shall end as of the last day of the most recent Fiscal Quarter for which consolidated financial statements of the Parent are publicly available on SEDAR or XXXXX; provided further that for the purposes of calculations under this Section 7.16, (i) the foregoing loss will be offset by gains from, (A) for any Cannabis License obtained or acquired in the most recent period of four consecutive Fiscal Quarters, the projected (in the good faith determination of the Borrower) Consolidated EBITDA attributable to such Cannabis License for the four Fiscal Quarters following the most recent Fiscal Quarter, and (B) for any Cannabis License obtained or acquired prior to the most recent period of four consecutive Fiscal Quarters, the Consolidated EBITDA attributable to such license for the most recent period of four consecutive Fiscal Quarters, (ii) the loss of Consolidated EBITDA of each Cannabis License not maintained in good standing shall be calculated based on the Consolidated EBITDA attributable to such license for the last four consecutive Fiscal Quarters that such Cannabis License was effective and (iii) Consolidated EBITDA will include the projected (in the good faith determination of the Borrower) Consolidated EBITDA attributable to any Cannabis License for the four Fiscal Quarters following the most recent Fiscal Quarter, of any Cannabis License obtained or acquired in the most recent period of four consecutive Fiscal Quarters, to the extent not included in Consolidate...
Cannabis Licenses. The Company has provided the Agents with copies of all material documents and correspondence relating to the licenses issued pursuant to the Access to Cannabis for Medical Purposes Regulations, the Narcotic Control Regulations and/or the Cannabis Act, as applicable (the “Cannabis Licenses”), to the Company and any Subsidiary. The Company and its Subsidiaries are in compliance with the terms and conditions of all such Cannabis Licenses and all other licenses, permits and authorizations required in connection with their respective businesses and the Company and each Subsidiary does not anticipate any variations or difficulties in obtaining, maintaining and/or renewing such Cannabis Licenses or any other required license, authorization or permit. The transactions contemplated herein (including the proposed use of proceeds from the offering of the Placement Shares) will not have any adverse impact on the Cannabis Licenses or require the Company or any Subsidiary to obtain any new license under the Cannabis Act or any other Applicable Law.
Cannabis Licenses. The Borrower shall not, and shall not permit NewCo to, take any action (or omit to take any action) that would compromise the Existing Permit, the Loan Parties’ ability to receive, maintain and operate the Dispensary Permit as and if permitted by Cannabis Laws and other rules and regulations promulgated by the DOH.
Cannabis Licenses. As of the Closing Date, the Cannabis Licenses are valid, current, and in compliance with all Laws and Borrower has delivered true and correct copies of each Cannabis License to the Lenders. As of the Closing Date, no Loan Party has received written notice from any Governmental Authority suspending, revoking or terminating a Cannabis License, threatening to suspend, revoke or terminate a Cannabis License, or seeking to investigate any possible non-compliance with respect to a Cannabis License. No Loan Party has applied for or is currently seeking approval of any new Cannabis License other than the Cannabis Licenses set forth on Schedule III; provided that, with respect to a suspension or threat of suspension of a Cannabis License, the foregoing representation applies only to a suspension or threat thereof that the Parent is required to report in a public filing to the Securities and Exchange Commission or the Ontario Securities Commission.
Cannabis Licenses. None of Corporation or its Subsidiary are required to hold a permit, license or other regulatory approvals under the Cannabis Act (Canada), state cannabis laws in the United States or laws relating to cannabis in Israel or any other jurisdiction, in order to operate the Company’s business as presently conducted.
Cannabis Licenses. The Cannabis Licenses shall be in good standing at the Closing Time and shall remain in good standing immediately following and notwithstanding Closing.
Cannabis Licenses. The Company has provided the Representatives with copies of all material documents and correspondence relating to the licenses issued pursuant to the Access to Cannabis for Medical Purposes Regulations, the Narcotic Control Regulations and/or the Cannabis Act, as applicable (the “Cannabis Licenses”), to the Company and any of its subsidiaries. The Company and its subsidiaries are in compliance with the terms and conditions of all such Cannabis Licenses required in connection with their respective businesses and the Company and each subsidiary does not anticipate any variations or difficulties in obtaining, maintaining and/or renewing such Cannabis Licenses. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated herein and in the Registration Statement, the General Disclosure Package and the Prospectuses (including the issuance and sale of the Securities by the Company and the use of the proceeds from the sale of the Securities by the Company as described therein under the caption “Use of Proceeds”) will not have any adverse impact on the Cannabis Licenses or require the Company or any of its subsidiaries to obtain any new license under the Cannabis Act or any other applicable law.
Cannabis Licenses. CLS represents and warrants to CSI and Commission that it or one of its subsidiaries has all licenses necessary to conduct its cannabis business in Nevada.
