Common use of Commercially Reasonable Efforts; Notices and Consents Clause in Contracts

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply), from the date of this Agreement until the earlier to occur of the Closing or the earlier termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons and to do or cause to be done all other things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article VIII), provided that under no circumstances shall any Party be required to make any payment to any Person to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise set forth in Article VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them shall cause their respective Affiliates not to) take any action or omit to take any action that would reasonably be expected to result in (a) the failure of any of the conditions set forth in Article VIII to be satisfied or (b) the failure or inability of either Party to comply with its obligations under this Agreement.

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (Agreement, including Section 6.5, to which this Section 6.1 shall not apply)the Company Release and the Curaleaf Release, from the date of this Original Agreement Date until the earlier to occur of the Closing or and the earlier termination of this Agreement pursuant to Article ARTICLE IX (the “Pre-Closing Period”), each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons Persons, and to do or cause to be done all other things necessary, proper or advisable advisable, in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article ARTICLE VIII), provided that under no circumstances shall any Party be required to make any payment to any Person or incur any other Liability to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise expressly set forth in Article ARTICLE VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them shall cause their respective Affiliates not to) take any action or omit to take any action that would reasonably be expected to result in (a) the failure of any of the conditions set forth in Article VIII to be satisfied or (b) the failure or inability of either Party to comply with its obligations under this Agreement.

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply), from the date of this Agreement until the earlier to occur of the Closing or the earlier termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons and to do or cause to be done all other things necessary, proper or advisable in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article VIII), provided that under no circumstances shall any Party be required to make any payment to any Person to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise set forth in Article VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them shall cause their respective Affiliates not to) take any action or omit to take any action that would reasonably be expected to result in (a) the failure of any of the conditions set forth in Article VIII to be satisfied or (b) the failure or inability of either Party to comply with its obligations under this Agreement.Agreement.‌‌

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply), from the date of this Agreement until the earlier to occur of the Closing or the earlier termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), each a) Each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons action required of it and to do or cause to be done all other things necessary, proper or advisable on its part in order to consummate and make effective the Contemplated Transactions transactions contemplated by this Agreement and each of the Transaction Documents (including satisfaction, but not waiver, of the closing conditions set forth in Article VIIIARTICLE VI). (b) Each of the Parties shall give any notices to, provided that under no circumstances shall any Party be required to make any payment to any Person to secure such Person’s Consent other than as expressly contemplated herein filings with, and other than ordinary filing fees; provided, further, that, except as otherwise set forth in Article VIII, the failure use their commercially reasonable efforts to obtain any Consent referenced aboveConsents which are required to be given, made or obtained by it in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance connection with consummation of the provisions of this Section 6.1, subject to the other terms and conditions of transactions contemplated by this Agreement. (c) From the date hereof until the Closing, neither Parent nor the Sellers shall promptly notify Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or taking of which (A) has had, or could reasonably be expected to have, individually or in the aggregate, a Company shall Material Adverse Effect, (and each of them shall cause their respective Affiliates not toB) take any action has resulted in, or omit to take any action that would could reasonably be expected to result in in, any representation or warranty made by Sellers hereunder not being true and correct or (aC) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Article VIII Section 6.1 to be satisfied satisfied; (ii) any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the transactions contemplated by this Agreement; (biii) any notice or other communication from any Governmental Body in connection with the failure transactions contemplated by this Agreement; and (iv) any Legal Proceedings commenced or, to Sellers’ Knowledge, threatened against, relating to or inability involving or otherwise affecting Sellers or the Company that, if pending on the date of either Party this Agreement, would have been required to comply with its obligations under have been disclosed pursuant to Section 3.15 or that relates to the consummation of the transactions contemplated by this Agreement.

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply)Agreement, from the date of this Agreement until the earlier to occur of the Closing or and the earlier termination of this Agreement pursuant to Article ARTICLE IX (the “Pre-Pre- Closing Period”), each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons Persons, and to do or cause to be done all other things necessary, proper or advisable advisable, in order to consummate and make effective the Contemplated Transactions (including satisfaction, but not waiver, of the closing conditions set forth in Article ARTICLE VIII), provided that under no circumstances shall any Party be required to make any payment to any Person or incur any other Liability to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise expressly set forth in Article ARTICLE VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them shall cause their respective Affiliates not to) take any action or omit to take any action that would reasonably be expected to result in (a) the failure of any of the conditions set forth in Article VIII to be satisfied or (b) the failure or inability of either Party to comply with its obligations under this Agreement.

Commercially Reasonable Efforts; Notices and Consents. Subject to the other terms and conditions of this Agreement (including Section 6.5, to which this Section 6.1 shall not apply), from the date of this Agreement until the earlier to occur of the Closing or the earlier termination of this Agreement pursuant to Article IX (the “Pre-Closing Period”), each a) Each of the Parties (other than the Seller Representative) shall use its commercially reasonable efforts to take or cause to be taken all actions, to file or cause to be filed all documents, to give or cause to be given all notices to Governmental Authorities or other Persons, to obtain or cause to be obtained all Consents from Governmental Authorities or other Persons action required of it and to do or cause to be done all other things necessary, proper or advisable on its part in order to consummate and make effective the Contemplated Transactions transactions contemplated by this Agreement and each of the Transaction Documents (including satisfaction, but not waiver, of the closing conditions set forth in Article VIIIARTICLE VI), provided that under no circumstances shall any Party be required to make any payment to any Person to secure such Person’s Consent other than as expressly contemplated herein and other than ordinary filing fees; provided, further, that, except as otherwise set forth in Article VIII, the failure to obtain any Consent referenced above, in and of itself, shall not be a condition to the obligation of any Party to consummate the Contemplated Transactions. In furtherance Each of the provisions of this Section 6.1, subject to the other terms and conditions of this Agreement, neither Parent nor the Company shall (and each of them Parties shall cause their respective Affiliates not to comply and be responsible for each covenant and undertaking made by it hereunder. (b) Each of the Parties shall give any notices to, make any filings with, and use its commercially reasonable efforts to obtain any Consents which are required to be given, made or obtained by it in connection with consummation of the transactions contemplated by this Agreement. (c) take From the date hereof until the Closing (or earlier termination of this Agreement), Seller Parties and the Companies shall promptly notify Purchaser in writing of: (i) any fact, circumstance, event or action the existence, occurrence or omit taking of which (A) has had, or which could reasonably be expected to take any action that would have, individually or in the aggregate, a Company Material Adverse Effect, (B) has resulted in, or could reasonably be expected to result in in, any representation or warranty made by Seller Parties hereunder not being true and correct or (aC) has resulted in, or could reasonably be expected to result in, the failure of any of the conditions set forth in Article VIII Section 6.1 to be satisfied satisfied; (ii) any written notice or (b) other communication from any Person alleging that the failure consent of such Person is or inability of either Party to comply may be required in connection with its obligations under the transactions contemplated by this Agreement; (iii) any written notice or other communication from any Governmental Body in connection with the transactions contemplated by this Agreement; and (iv) any Legal Proceedings commenced or, to Seller’s Knowledge, threatened against, relating to or involving or otherwise affecting any Seller Party or any Company that, if pending on the date of this Agreement, would have been required to have been disclosed pursuant to Section 3.15 or that relates to the consummation of the transactions contemplated by this Agreement. Purchaser’s receipt of information pursuant to this Section 5.1(c) shall not operate as a waiver or otherwise affect any representation, warranty or agreement given or made by Seller Parties in this Agreement (including Section 7.1 and Section 8.1(b)) and shall not be deemed to amend or supplement the Disclosure Schedule.