Compliance With Laws and Approvals. Observe and remain in compliance with all applicable Legal Requirements (including Tobacco Requirements) and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Loan Party shall (a) deliver or ship goods that are prohibited under applicable Tobacco Requirements, or (b) deliver or ship goods that are adulterated, misbranded, mislabeled, or deceptively packaged within the meaning of, or in violation of, any applicable Tobacco Requirements relating to such shipment or delivery, except (i) to the extent that such violation could not reasonably be expected to have a Material Adverse Effect, and (ii) (A) to the extent such misbranding, mislabeling, adulteration or deceptive packaging does not materially violate applicable Tobacco Requirements, or (B) to the extent the Loan Party has been notified of an assertion or misbranding or mislabeling, such Loan Party is either actively defending the branding or labeling and has provided appropriate reserves therefor in accordance with GAAP or is correcting the branding or labeling in compliance with applicable Tobacco Requirements.
Appears in 4 contracts
Samples: First Lien Credit Agreement (Turning Point Brands, Inc.), Second Lien Credit Agreement (Turning Point Brands, Inc.), First Lien Credit Agreement (Turning Point Brands, Inc.)
Compliance With Laws and Approvals. Observe and remain in compliance with all applicable Legal Requirements (including Tobacco Requirements) and maintain in full force and effect all Governmental Approvals, in each case applicable to the conduct of its business except where the failure to do so could not reasonably be expected to have a Material Adverse Effect. No Loan Party shall (a) deliver or ship goods that are prohibited under applicable Tobacco Requirements, or (b) deliver or ship goods that are adulterated, misbranded, mislabeled, or deceptively packaged within the meaning of, or in violation of, any applicable Tobacco Requirements relating to such shipment or delivery, except (i) to the extent that such violation could not reasonably be expected to have a Material Adverse Effect, and (ii) (A) to the extent such misbranding, mislabeling, adulteration or deceptive packaging does not materially violate applicable Tobacco Requirements, or (B) to the extent the Loan Party has been notified of an assertion or misbranding or mislabeling, such Loan Party is either actively defending the branding or labeling and has provided appropriate reserves therefor in accordance with GAAP or is correcting the branding or labeling in compliance with applicable Tobacco Requirements. Section 6.10.
Appears in 1 contract
Samples: Second Lien Credit Agreement