Common use of Compliance with Law and Permits Clause in Contracts

Compliance with Law and Permits. (a) Except as set forth on Exhibit 4.10(a), AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership Entity are and have been in the last 4 years in compliance in all material respects with all applicable Laws. (b) Except as set forth on Exhibit 4.10(b), (i) the Fincos have, at all times, distributed, sold or otherwise delivered their products and services in compliance in all material respects with applicable Laws, (ii) none of the Fincos has, for the purposes of the distribution, sale or delivery of its products or services, carried out any action that could result in such Xxxxx having material liability for mis-selling or for any other fraud under applicable Laws and (iii) none of the Fincos have received handling fees in violation in any material respect of applicable Laws. (c) Except as set forth on Exhibit 4.10(c), the certificates, licenses, permits, governmental authorizations and approvals (including Environmental Permits and accreditations) (“Permits”) required to be held by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities under applicable Laws to carry out their activities as currently carried out have been duly issued or granted to AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities and are in full force and effect; provided that the foregoing representation and warranty shall not apply to New AOAG as of the Closing Date with respect to the activities transferred to New AOAG pursuant to the AOAG Contribution. (d) Except as set forth in Exhibit 4.10(d), (i) AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities are in compliance in all material respects with the terms and conditions of the Permits and (ii) none of AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities have received any suit, action or proceeding relating to the revocation or modification of any such Permits the loss of which, individually or in the aggregate, has had and would reasonably be expected to have a material adverse impact on the respective business or operations of AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership Entity. (e) Except as set forth in Exhibit 4.10(e), during the past 3 years, no written notice, or to the Knowledge of General Motors, other notice, has been received alleging that AOAG, any Assets Seller or any of the Target Group Companies, the Controlled Dealership Entities and their Representatives has made, given, promised to give or offered to give, directly or indirectly, any unlawful financial or other advantage, contribution, loan, donation, gift, bribe, payoff, kickback or unlawful payment, whether in cash or in kind, to any employee or official of any political party or Governmental Authority in any jurisdiction, or taken any other action that would constitute a material violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Xxxxxxx Xxx 0000, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions of 1997 (the “OECD Convention”), and any Law implementing the OECD Convention, or any other applicable anti-bribery or anti-corruption Law. (f) Except as set forth in Exhibit 4.10(f), during the past 2 years, none of AOAG, the Assets Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives have been convicted of or pleaded guilty, no contestor nolo contendre to an offense involving fraud or corruption or, to the Knowledge of General Motors, been subject to an investigation with respect to any such matter, nor, to the Knowledge of General Motors, has any such Person been listed by any Governmental Authority as debarred, suspended, proposed for suspension or debarment or otherwise declared ineligible for government procurement programs. General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities, their Representatives, or any current or former employee are not on any government restricted parties list. (g) There are no and during the past 3 years have been no contracts, agreements or other transactions between any of General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives, on the one hand, and any Sanctioned Country or any territory or any Person in those Sanctioned Countries or territories, on the other hand, that violate the Laws of the United States, the European Union or other applicable jurisdictions. (h) Notwithstanding anything set forth above to the contrary, this Section 4.10 does not include any representation or warranty relating to Employee Matters, which shall be solely governed by Section 4.11(a), or matters governed by Emissions Laws, which shall be solely governed by Article 16.

Compliance with Law and Permits. ‌ (a) Except as set forth on Exhibit 4.10(a)Schedule 4.13(a) of the Company Disclosure Schedules, AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership Entity are and have been in the last 4 years conduct of the Business is in compliance in all material respects with all applicable Governmental Requirements and Permits, except the Federal Cannabis Laws. (b) Except as set forth on Exhibit 4.10(b), (i) the Fincos have, at all times, distributed, sold or otherwise delivered their products and services Each Acquired Company operates in compliance in all material respects with applicable Lawsthe 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 “2013 Xxxx Memo”) As part of its compliance with the 2013 Xxxx Memo, each Acquired Company has used commercially reasonable efforts to ensure that such Acquired Company does not: (i) distribute marijuana to minors; (ii) none direct revenue from the sale of the Fincos hasmarijuana to criminal enterprises, for the purposes of the distributiongangs, sale and cartels, or delivery of its products or services, carried out otherwise have any action that could result in involvement with such Xxxxx having material liability for mis-selling or for any other fraud under applicable Laws and groups; (iii) none 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 Fincos have received handling fees in violation in any material respect cultivation and distribution of applicable Lawsmarijuana; (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. (c) Except as set forth on Exhibit 4.10(c)The Acquired Companies only operate in jurisdictions that have enacted laws legalizing cannabis. Each Acquired Company is in compliance in all material respects with all applicable state and local laws and regulatory systems controlling the cultivation, the certificatesharvesting, licensesproduction, permitshandling, governmental authorizations storage, distribution, sale, and approvals (including Environmental Permits and accreditations) (“Permits”) required possession of cannabis. No Acquired Company imports or exports cannabis products from or to be held by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities under applicable Laws to carry out their activities as currently carried out have been duly issued or granted to AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities and are in full force and effect; provided that the foregoing representation and warranty shall not apply to New AOAG as of the Closing Date with respect to the activities transferred to New AOAG pursuant to the AOAG Contributionany foreign country. (d) Except as set forth in Exhibit 4.10(d)on Schedule 4.13(d) of the Company Disclosure Schedules, (i) AOAGno Acquired Company has ever received any written notice from any Governmental Authority to the effect that, the Assets Sellersor has otherwise been advised that, the Target Group Companies and the Controlled Dealership Entities are such Acquired Company is not in compliance in all material respects with any applicable Governmental Requirement, and to the terms and conditions Knowledge of the Permits and (ii) none Company there are no presently existing facts, circumstances or events which, with notice or lapse of AOAGtime, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities have received any suit, action or proceeding relating to the revocation or modification would result in material violations of any such Permits the loss of which, individually applicable Governmental Requirement or in the aggregate, has had and would reasonably be expected to have a material adverse impact on the respective business or operations of AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership EntityPermit. (e) Schedule 4.13(e) of the Company Disclosure Schedules identifies all material Permits issued to each Acquired Company and currently in effect. Except as set forth on Schedule 4.13 of the Company Disclosure Schedules, the Permits constitute all permits, consents, licenses, franchises, authorizations and approvals used in Exhibit 4.10(e), during the past 3 yearsoperation of and necessary to conduct the Business as currently conducted. All of the Permits are valid and in full force and effect, no written notice, or to the Knowledge of General Motors, other notice, has been received alleging that AOAG, any Assets Seller or any of the Target Group Companies, the Controlled Dealership Entities and their Representatives has made, given, promised to give or offered to give, directly or indirectly, any unlawful financial or other advantage, contribution, loan, donation, gift, bribe, payoff, kickback or unlawful payment, whether in cash or in kind, to any employee or official of any political party or Governmental Authority in any jurisdiction, or taken any other action that would constitute a material violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Xxxxxxx Xxx 0000, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions of 1997 (the “OECD Convention”), and any Law implementing the OECD Convention, or any other applicable anti-bribery or anti-corruption Law. (f) Except as set forth in Exhibit 4.10(f), during the past 2 years, none of AOAG, the Assets Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives violations have been convicted of experienced, noted or pleaded guilty, recorded and no contestor nolo contendre to an offense involving fraud or corruption Proceeding is pending or, to the Knowledge of General Motorsthe Company, been subject threatened to an investigation with respect to any such matter, nor, to the Knowledge of General Motors, has any such Person been listed by any Governmental Authority as debarred, suspended, proposed for suspension revoke or debarment or otherwise declared ineligible for government procurement programs. General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities, their Representatives, or any current or former employee are not on any government restricted parties list. (g) There are no and during the past 3 years have been no contracts, agreements or other transactions between limit any of General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives, on the one hand, and any Sanctioned Country or any territory or any Person in those Sanctioned Countries or territories, on the other hand, that violate the Laws of the United States, the European Union or other applicable jurisdictionsPermits. (h) Notwithstanding anything set forth above to the contrary, this Section 4.10 does not include any representation or warranty relating to Employee Matters, which shall be solely governed by Section 4.11(a), or matters governed by Emissions Laws, which shall be solely governed by Article 16.

Compliance with Law and Permits. (a) Except as set forth on Exhibit 4.10(a)Schedule 4.13(a) of the Company Disclosure Schedules, AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership Entity are and have been in the last 4 years conduct of the Business is in compliance in all material respects with all applicable Governmental Requirements and Permits, except the Federal Cannabis Laws. (b) Except as set forth on Exhibit 4.10(b), (i) the Fincos have, at all times, distributed, sold or otherwise delivered their products and services Each Acquired Company operates in compliance in all material respects with applicable Lawsthe 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 “2013 Xxxx Memo”). Irrespective of the 2013 Xxxx Memo’s rescission by then-Attorney General Xxxx Xxxxxxxx in January 2018, and Congress’ failure to enact the Sensible Enforcement of Cannabis Act in 2019, each Acquired Company is cognizant of the United States Department of Justice’s lack of prosecutions of any conduct which would have fallen within the 2013 Xxxx Memo, and of the bipartisan support for maintaining at least those minimum protections from prosecution, and each Acquired Company has continued to operate in compliance with the 2013 Xxxx Memo. As part of its compliance with the 2013 Xxxx Memo, each Acquired Company has used commercially reasonable efforts to ensure that such Acquired Company does not: (i) distribute marijuana to minors; (ii) none direct revenue from the sale of the Fincos hasmarijuana to criminal enterprises, for the purposes of the distributiongangs, sale and cartels, or delivery of its products or services, carried out otherwise have any action that could result in involvement with such Xxxxx having material liability for mis-selling or for any other fraud under applicable Laws and groups; (iii) none 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 Fincos have received handling fees in violation in any material respect cultivation and distribution of applicable Lawsmarijuana; (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. (c) Except as set forth on Exhibit 4.10(c)The Acquired Companies only operate in jurisdictions that have enacted laws legalizing cannabis. Each Acquired Company is in compliance in all material respects with all applicable state and local laws and regulatory systems, including California Cannabis Laws, controlling the certificatescultivation, licensesharvesting, permitsproduction, governmental authorizations handling, storage, distribution, sale, and approvals (including Environmental Permits and accreditations) (“Permits”) required possession of cannabis. No Acquired Company imports or exports cannabis products from or to be held by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities under applicable Laws to carry out their activities as currently carried out have been duly issued any state or granted to AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities and are in full force and effect; provided that the foregoing representation and warranty shall not apply to New AOAG as of the Closing Date with respect to the activities transferred to New AOAG pursuant to the AOAG Contributionforeign country. (d) Except as set forth in Exhibit 4.10(d)on Schedule 4.13(d) of the Company Disclosure Schedules, (i) AOAGno Acquired Company has ever received any written notice from any Governmental Authority to the effect that, the Assets Sellersor has otherwise been advised that, the Target Group Companies and the Controlled Dealership Entities are such Acquired Company is not in compliance in all material respects with any applicable Governmental Requirement, and to the terms and conditions Knowledge of the Permits and (ii) none Company there are no presently existing facts, circumstances or events which, with notice or lapse of AOAGtime, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities have received any suit, action or proceeding relating to the revocation or modification would result in material violations of any such Permits the loss of which, individually applicable Governmental Requirement or in the aggregate, has had and would reasonably be expected to have a material adverse impact on the respective business or operations of AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership EntityPermit. (e) Schedule 4.13(e) of the Company Disclosure Schedules identifies all material Permits issued to each Acquired Company and currently in effect. Except as set forth in Exhibit 4.10(e), during the past 3 years, no written notice, or to the Knowledge of General Motors, other notice, has been received alleging that AOAG, any Assets Seller or any on Schedule 4.13 of the Target Group CompaniesCompany Disclosure Schedules, the Controlled Dealership Entities Permits constitute all permits, consents, licenses, franchises, authorizations and their Representatives has madeapprovals used in the operation of and necessary to conduct the Business as currently conducted. All of the Permits are valid and in full force and effect, given, promised to give or offered to give, directly or indirectly, any unlawful financial or other advantage, contribution, loan, donation, gift, bribe, payoff, kickback or unlawful payment, whether the Acquired Companies are not in cash or in kind, to any employee or official violation of any political party or Governmental Authority in any jurisdiction, or taken any other action that would constitute a material violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Xxxxxxx Xxx 0000, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions of 1997 (the “OECD Convention”), such Permits and any Law implementing the OECD Convention, or any other applicable anti-bribery or anti-corruption Law. (f) Except as set forth in Exhibit 4.10(f), during the past 2 years, none of AOAG, the Assets Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives have been convicted of or pleaded guilty, no contestor nolo contendre to an offense involving fraud or corruption Proceeding is pending or, to the Knowledge of General Motorsthe Company, been subject threatened to an investigation with respect to any such matter, nor, to the Knowledge of General Motors, has any such Person been listed by any Governmental Authority as debarred, suspended, proposed for suspension revoke or debarment or otherwise declared ineligible for government procurement programs. General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities, their Representatives, or any current or former employee are not on any government restricted parties list. (g) There are no and during the past 3 years have been no contracts, agreements or other transactions between limit any of General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives, on the one hand, and any Sanctioned Country or any territory or any Person in those Sanctioned Countries or territories, on the other hand, that violate the Laws of the United States, the European Union or other applicable jurisdictionsPermits. (h) Notwithstanding anything set forth above to the contrary, this Section 4.10 does not include any representation or warranty relating to Employee Matters, which shall be solely governed by Section 4.11(a), or matters governed by Emissions Laws, which shall be solely governed by Article 16.

Compliance with Law and Permits. (a) Except as set forth on Exhibit 4.10(a)Schedule 4.13(a) of the Company Disclosure Schedules, AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership Entity are and have been in the last 4 years conduct of the Business is in compliance in all material respects with all applicable Governmental Requirements and Permits, except the Federal Cannabis Laws. (b) Except as set forth on Exhibit 4.10(b), (i) the Fincos have, at all times, distributed, sold or otherwise delivered their products and services Each Acquired Company operates in compliance in all material respects with applicable Lawsthe 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 Jxxxx Xxxx, dated August 29, 2013 (the “2013 Cxxx Memo”). Irrespective of the 2013 Cxxx Xxxx’s rescission by then-Attorney General Jxxx Xxxxxxxx in January 2018, and Congress’ failure to enact the Sensible Enforcement of Cannabis Act in 2019, each Acquired Company is cognizant of the United States Department of Justice’s lack of prosecutions of any conduct which would have fallen within the 2013 Cxxx Memo, and of the bipartisan support for maintaining at least those minimum protections from prosecution, and each Acquired Company has continued to operate in compliance with the 2013 Cxxx Xxxx. As part of its compliance with the 2013 Cxxx Memo, each Acquired Company has used commercially reasonable efforts to ensure that such Acquired Company does not: (i) distribute marijuana to minors; (ii) none direct revenue from the sale of the Fincos hasmarijuana to criminal enterprises, for the purposes of the distributiongangs, sale and cartels, or delivery of its products or services, carried out otherwise have any action that could result in involvement with such Xxxxx having material liability for mis-selling or for any other fraud under applicable Laws and groups; (iii) none 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 Fincos have received handling fees in violation in any material respect cultivation and distribution of applicable Lawsmarijuana; (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. (c) Except as set forth on Exhibit 4.10(c)The Acquired Companies only operate in jurisdictions that have enacted laws legalizing cannabis. Each Acquired Company is in compliance in all material respects with all applicable state and local laws and regulatory systems, including California Cannabis Laws, controlling the certificatescultivation, licensesharvesting, permitsproduction, governmental authorizations handling, storage, distribution, sale, and approvals (including Environmental Permits and accreditations) (“Permits”) required possession of cannabis. No Acquired Company imports or exports cannabis products from or to be held by AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities under applicable Laws to carry out their activities as currently carried out have been duly issued any state or granted to AOAG, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities and are in full force and effect; provided that the foregoing representation and warranty shall not apply to New AOAG as of the Closing Date with respect to the activities transferred to New AOAG pursuant to the AOAG Contributionforeign country. (d) Except as set forth in Exhibit 4.10(d)on Schedule 4.13(d) of the Company Disclosure Schedules, (i) AOAGno Acquired Company has ever received any written notice from any Governmental Authority to the effect that, the Assets Sellersor has otherwise been advised that, the Target Group Companies and the Controlled Dealership Entities are such Acquired Company is not in compliance in all material respects with any applicable Governmental Requirement, and to the terms and conditions Knowledge of the Permits and (ii) none Company there are no presently existing facts, circumstances or events which, with notice or lapse of AOAGtime, the Assets Sellers, the Target Group Companies and the Controlled Dealership Entities have received any suit, action or proceeding relating to the revocation or modification would result in material violations of any such Permits the loss of which, individually applicable Governmental Requirement or in the aggregate, has had and would reasonably be expected to have a material adverse impact on the respective business or operations of AOAG, each Assets Seller, each Target Group Company and each Controlled Dealership EntityPermit. (e) Schedule 4.13(e) of the Company Disclosure Schedules identifies all material Permits issued to each Acquired Company and currently in effect. Except as set forth in Exhibit 4.10(e), during the past 3 years, no written notice, or to the Knowledge of General Motors, other notice, has been received alleging that AOAG, any Assets Seller or any on Schedule 4.13 of the Target Group CompaniesCompany Disclosure Schedules, the Controlled Dealership Entities Permits constitute all permits, consents, licenses, franchises, authorizations and their Representatives has madeapprovals used in the operation of and necessary to conduct the Business as currently conducted. All of the Permits are valid and in full force and effect, given, promised to give or offered to give, directly or indirectly, any unlawful financial or other advantage, contribution, loan, donation, gift, bribe, payoff, kickback or unlawful payment, whether the Acquired Companies are not in cash or in kind, to any employee or official violation of any political party or Governmental Authority in any jurisdiction, or taken any other action that would constitute a material violation of the United States Foreign Corrupt Practices Act of 1977, the U.K. Xxxxxxx Xxx 0000, the OECD Convention on Combating Bribery of Foreign Public Officials in Business Transactions of 1997 (the “OECD Convention”), such Permits and any Law implementing the OECD Convention, or any other applicable anti-bribery or anti-corruption Law. (f) Except as set forth in Exhibit 4.10(f), during the past 2 years, none of AOAG, the Assets Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives have been convicted of or pleaded guilty, no contestor nolo contendre to an offense involving fraud or corruption Proceeding is pending or, to the Knowledge of General Motorsthe Company, been subject threatened to an investigation with respect to any such matter, nor, to the Knowledge of General Motors, has any such Person been listed by any Governmental Authority as debarred, suspended, proposed for suspension revoke or debarment or otherwise declared ineligible for government procurement programs. General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities, their Representatives, or any current or former employee are not on any government restricted parties list. (g) There are no and during the past 3 years have been no contracts, agreements or other transactions between limit any of General Motors, AOAG, the Assets Sellers, the Sellers, the Target Group Companies, the Controlled Dealership Entities and their Representatives, on the one hand, and any Sanctioned Country or any territory or any Person in those Sanctioned Countries or territories, on the other hand, that violate the Laws of the United States, the European Union or other applicable jurisdictionsPermits. (h) Notwithstanding anything set forth above to the contrary, this Section 4.10 does not include any representation or warranty relating to Employee Matters, which shall be solely governed by Section 4.11(a), or matters governed by Emissions Laws, which shall be solely governed by Article 16.