Common use of Compliance with Laws; No Conflicts Clause in Contracts

Compliance with Laws; No Conflicts. (a) The Company is not in violation or default of (i) any provisions of the Company Charter Documents, as amended to date or (ii) to its Knowledge, any applicable laws, regulations, judgments, decrees or orders of the United States of America and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the Company’s business or properties, other than violations of laws, regulations, judgments, decrees or orders that would not individually or in the aggregate result in Material Adverse Effect on the Company. (b) Except as set forth in Section 2.6(b) of the Company Disclosure Schedule, neither (1) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, nor (2) the consummation of the Merger or any of the other transactions contemplated by this Agreement, will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (i) any of the provisions of the Company Charter Documents, or (ii) any resolution adopted by the Company’s stockholders, the Company’s board of directors or any committee of the Company’s board of directors; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge any of the transactions contemplated by this Agreement or to exercise any remedy or obtain any relief under, any Legal Requirement or any order, writ, injunction, judgment or decree to which the Company, or any of the assets owned or used by the Company, is subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under, any provision of any Company Material Contract, or give any Person the right to (i) declare a default or exercise any remedy under any such Company Material Contract, (ii) accelerate the maturity or performance of any such Company Material Contract, or (iii) cancel, terminate or modify any such Company Material Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). (c) Except as set forth in Section 2.6(c) of the Company Disclosure Schedule, the Company is not and will not be required to make any filing with or give any notice to, or to obtain any Consent from, any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Compliance with Laws; No Conflicts. (a) The Each Acquired Company is not is, and at all times has been, in violation or default of compliance: (i) with any and all provisions of the Company Charter its Organizational Documents, as amended to date or date; and (ii) to its Knowledge, in all material respects with any applicable lawsLaw; provided that, regulationsno representation or warranty is being made concerning any Law relating to or controlling the manufacture, judgmentssale or possession of CBD. The Acquired Companies make no representation or warranty regarding their ability to comply with FDA tobacco control deeming regulations regarding vape products, decrees or orders of the United States of America if and all states, foreign countries or other governmental bodies and agencies having jurisdiction over the Company’s business or properties, other than violations of laws, regulations, judgments, decrees or orders that would not individually or in the aggregate result in Material Adverse Effect on the Companywhen adopted. (b) Except as set forth in Section 2.6(b) The Company has complied with the provisions of the Company Disclosure ScheduleFBCA in connection with this Agreement and the Transactions contemplated hereby, neither including all requisite notifications, disclosures and requirements under, including the timelines required under, Chapter 607, Section 1301 et seq. of the FBCA. (1c) Neither: (A) the execution, delivery or performance of this Agreement by the Company or any of the other agreements Ancillary Agreements referred to in this AgreementAgreement to which the Company is a Party, nor (2B) the consummation of the Merger or any of the other transactions contemplated Transactions by this Agreementthe Company, will directly or indirectly (with or without notice or lapse of time): (i) contravene, conflict with or result in a violation of (ix) any of the provisions of any of the Acquired Company Charter Organizational Documents, or (iiy) any resolution adopted by the Company’s stockholdersshareholders, the Company’s board of directors or any committee of the Company’s board of directors, including any resolutions of the board of directors of the Company as the sole member of the Company Subsidiary; (ii) contravene, conflict with or result in a violation of, or give any Governmental Body or other Person the right to challenge the Merger or any of the transactions contemplated by this Agreement other Transactions under any Law or to exercise any remedy or obtain any relief under, under any Legal Requirement or any order, writ, injunction, judgment or decree Order to which the Company, or any of the assets owned or used by the Company, is subject; (iii) contravene, conflict with or result in a violation of any of the terms or requirements of, or give any Governmental Body the right to revoke, withdraw, suspend, cancel, terminate or modify, any material Governmental Authorization that is held by the Company or that otherwise relates to the Company’s business or to any of the assets owned or used by the Company; (iv) contravene, conflict with or result in a violation or breach of, or result in a default under (or in the event that, with notice or lapse of time, or both, would constitute a default under), any provision of any Company Material Contract, or give any Person the right to (iw) declare a default or exercise any remedy under any such Company Material Contract, (iix) accelerate the maturity or performance of any such Company Material Contract, (y) rebate, chargeback or change in delivery of schedule under any Company Material Contract, or (iiiz) cancel, terminate or modify any such Company Material Contract; or (v) result in the imposition or creation of any Encumbrance upon or with respect to any asset owned or used by the Company (except for minor liens that will not, in any case or in the aggregate, materially detract from the value of the assets subject thereto or materially impair the operations of the Company). (cd) Except as set forth in Section 2.6(c) for the filing of the Company Disclosure ScheduleArticles of Merger and the Second Articles of Merger, the no Acquired Company is not and or will not be required to make any filing with or give any notice to, or to obtain any Consent from, from any Person in connection with (x) the execution, delivery or performance of this Agreement or any of the other agreements referred to in this Agreement, or (y) the consummation of the Merger or any of the other transactions contemplated by Transactions. For purposes of this Agreement, an Acquired Company will be deemed to be or to have been “required” to obtain a Consent if the failure to obtain such Consent: (i) would result in the imposition of any Liability or obligation on, or the expansion of any Liability or obligation of, such an Acquired Company; (ii) would result in the termination, modification or limitation of any contractual or other right of any of the Acquired Companies; or (iii) would otherwise be reasonably expected to have a Material Adverse Effect on any Acquired Company.