Common use of Condition to the Obligations of Buyer Clause in Contracts

Condition to the Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which Buyer may waive in writing, at its sole and absolute discretion: (a) Other than the representations and warranties contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries), Section 3.03 (Capitalization) and Section 3.26 (Brokers), the representations and warranties of the Company and the Selling Parties contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Company and the Selling Parties contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries), Section 3.03 (Capitalization) and Section (b) Other than the representations and warranties contained in Section 4.01 (Ownership of Membership Interests), the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Selling Parties contained in Section 4.01 (Ownership of Membership Interests) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (c) The Selling Parties and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Selling Parties and the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (d) No action, proceeding, investigation, regulation or legislation shall have been instituted or threatened or proposed before any Governmental Authority to enjoin, restrain, prohibit, or obtain damages in respect of, or which is related to, or arises out of, this Agreement or the consummation of the transactions contemplated hereby; (e) No Material Adverse Effect shall have occurred with respect to the Company from the Effective Date to the Closing; (f) The Nevada Department of Taxation, Xxxxx County, Nevada and the City of Las Vegas shall have evidenced its approval of (i) consummation of the transactions contemplated by this Agreement, including without limitation Buyer acquiring the Membership Interests and becoming the sole member of the Company, and (ii) Buyer conducting the Business under the tradename selected by Buyer; (g) All consents, approvals, waivers or amendments pursuant to the contracts, licenses, permits, trademarks and other intangible assets in connection with the transactions contemplated herein or for the continued operation of the Company and the Business after the Closing on the basis as presently operated set forth on Schedule 6.01(g), including such amendments to the Leases as Buyer deems appropriate, shall have been obtained; provided, however, that between the Effective Date and the Closing, a party may update Schedule 6.01(g) with the consent of the other parties, such consent not to be unreasonably withheld or delayed; and (h) The resolutions adopted by the Managers of the Company, the Member, MJAR Holdings and the Board of Directors of MJardin Group authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall remain valid; (i) An Affiliate of the Buyer shall have completed a financing transaction with [Redacted – commercially sensitive information] which results in net cash proceeds to Buyer or its Affiliates of no less than $5,000,000, on terms acceptable to the Buyer or its Affiliate in their sole discretion; (j) MJAR Holdings shall have assigned the Cultivation Facility Lease to the Company; (k) The Company shall have obtained the consent of the landlord to the Cultivation Facility Lease, IIP-NV, to the assignment of such lease to Buyer as a result of consummation of this Agreement in a form and substance satisfactory to the Buyer as required pursuant to the terms and conditions of Cultivation Facility Lease; and (l) [Redacted – commercially sensitive information] shall have consented to a release of its lien on the Membership Interest and the assets of the Company.

Condition to the Obligations of Buyer. The obligation of Buyer to consummate the purchase of the Acquired Interest and related transactions contemplated by this Agreement at the Closing shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which Buyer may waive in writing, at its sole and absolute discretion: (a) Other than the representations and warranties of the Selling Parties contained in Section 3.01 (Organization and Authority; Execution; Enforceability)3.01, Section 3.02 (Subsidiaries)3.02, Section 3.03 (Capitalization) 3.04 and Section 3.26 (Brokers)3.27, the representations and warranties of the Company and the Selling Parties contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto Agreement shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Company and the Selling Parties contained in Section 3.01 (Organization and Authority; Execution; Enforceability)3.01, Section 3.02 (Subsidiaries)3.02, Section 3.03 (Capitalization) 3.04, and Section (b) Other than the representations and warranties contained in Section 4.01 (Ownership of Membership Interests), the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto 3.27 shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Selling Parties contained in Section 4.01 (Ownership of Membership Interests) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (cb) The Selling Parties and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it the any of the Selling Parties prior to or on the Closing DateDate with respect to the purchase and sale of the Acquired Interests; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, each of the Selling Parties and the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (dc) No action, proceeding, investigation, regulation or legislation shall have been instituted or instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, prohibit, or obtain damages in respect of, or which is related to, or arises out of, the purchase and sale of the Acquired Interests contemplated by this Agreement or the consummation of the transactions purchase and sale of the Acquired Interests contemplated herebyhereby at the Closing; (ed) No Material Adverse Effect shall have occurred with respect to the Company from the Effective Date to the ClosingClosing Date; (e) [Intentionally Omitted.]; (f) The Nevada Department of Taxation, Xxxxx County, Nevada and the City of Las Vegas shall have evidenced its approval of (i) consummation of the transactions contemplated by this Agreement, including without limitation Buyer acquiring the Membership Interests and becoming the sole member of the Company, and (ii) Buyer conducting the Business under the tradename selected by Buyer; (g) All consents, approvals, waivers or amendments pursuant to the contracts, licenses, permits, trademarks and other intangible assets in connection with the transactions contemplated herein or for the continued operation of the Company and the Business after the Closing on the basis as presently operated set forth on Schedule 6.01(g), including such amendments to the Leases as Buyer deems appropriate, shall have been obtained; provided, however, that between the Effective Date and the Closing, a party may update Schedule 6.01(g) with the consent of the other parties, such consent not to be unreasonably withheld or delayed; and (h) The resolutions adopted by the Managers of the Company, the Member, MJAR Holdings and the Board of Directors (or its equivalent) of MJardin Group the Member and the Company authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Member or the Company is a party, as applicable, and the consummation of the transactions contemplated hereby and thereby shall remain valid; (i) An Affiliate of the Buyer shall have completed a financing transaction with [Redacted – commercially sensitive information] which results in net cash proceeds to Buyer or its Affiliates of no less than $5,000,000, on terms acceptable to the Buyer or its Affiliate in their sole discretion; (j) MJAR Holdings shall have assigned the Cultivation Facility Lease to the Company; (kg) The Company shall be 100% owned by Member; (h) 1800 Centre Avenue, LLC, a Florida limited liability company (the “Reading Landlord”), shall have obtained entered into a lease amendment with Buyer or an Affiliate of Buyer (as the consent of the landlord tenant) with respect to the Cultivation Facility property located at 1000 Xxxxxx Xxx, Xxxxxxx, Xxxxxxxxxxxx (the “Reading Property”), substantially in the form attached hereto as Exhibit C (the “Reading Lease, IIP-NV, to the assignment of such lease to Buyer as a result of consummation of this Agreement in a form and substance satisfactory to the Buyer as required pursuant to the terms and conditions of Cultivation Facility Lease”); and (li) [Redacted – commercially sensitive information] Buyer shall have consented to a release of its lien on received the Membership Interest and the assets of the Companyitems set forth in Section 2.05.

Condition to the Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which Buyer may waive in writing, at its sole and absolute discretion: (a) Other than the representations and warranties of Company contained in Section 3.01 (Organization and Authority; Execution; Enforceability)3.01, Section 3.02 3.03, and Section 3.06, the representations and warranties of Company contained in this Agreement, the Ancillary Agreements, and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (Subsidiariesin the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects). The representations and warranties of Company contained in Section 3.01, Section 3.03 (Capitalization) 3.03, and Section 3.26 3.06 shall be true and correct in all respects on and as of the Effective Date and on and as of the Closing Date with the same effect as though made at and as of such date (Brokersexcept those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (b) Other than the representations and warranties of the Seller contained in Section 4.01 and Section 4.02, the representations and warranties of the Company and the Selling Parties Seller contained in this Agreement, the Ancillary Documents Agreements and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Company and the Selling Parties contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries), Section 3.03 (Capitalization) and Section (b) Other than the representations and warranties Seller contained in Section 4.01 (Ownership of Membership Interests), the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Selling Parties contained in Section 4.01 (Ownership of Membership Interests) 4.02 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (c) The Selling Parties Seller and the Company shall have duly performed and complied in all material respects with all agreements, covenants covenants, and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants covenants, and conditions that are qualified by materiality, the Selling Parties Seller and the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (d) No action, proceeding, investigation, regulation regulation, or legislation shall have been instituted or instituted, threatened or proposed before any Governmental Authority to enjoin, restrain, prohibit, or obtain damages in respect of, or which is related to, or arises out of, this Agreement or the consummation of the transactions contemplated hereby;; and (e) No Material Adverse Effect shall have occurred with respect to the Company from the Effective Date to the Closing; (f) The Nevada Department of Taxation, Xxxxx County, Nevada and the City of Las Vegas shall have evidenced its approval of (i) consummation of the transactions contemplated by this Agreement, including without limitation Buyer acquiring the Membership Interests and becoming the sole member of the Company, and (ii) Buyer conducting the Business under the tradename selected by Buyer; (g) All consents, approvals, waivers or amendments pursuant to the contracts, licenses, permits, trademarks and other intangible assets in connection with the transactions contemplated herein or for the continued operation of the Company and the Business after the Closing on the basis as presently operated set forth on Schedule 6.01(g), including such amendments to the Leases as Buyer deems appropriate, shall have been obtained; provided, however, that between the Effective Date and the Closing, a party may update Schedule 6.01(g) with the consent of the other parties, such consent not to be unreasonably withheld or delayed; and (h) The resolutions adopted by the Managers of the Company, the Member, MJAR Holdings and the Board of Directors of MJardin Group authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall remain valid; (i) An Affiliate of the Buyer shall have completed a financing transaction with [Redacted – commercially sensitive information] which results in net cash proceeds to Buyer or its Affiliates of no less than $5,000,000, on terms acceptable to the Buyer or its Affiliate in their sole discretion; (j) MJAR Holdings shall have assigned the Cultivation Facility Lease to the Company; (k) The Company shall have obtained the consent of the landlord to the Cultivation Facility Lease, IIP-NV, to the assignment of such lease to Buyer as a result of consummation of this Agreement in a form and substance satisfactory to the Buyer as required pursuant to the terms and conditions of Cultivation Facility Lease; and (l) [Redacted – commercially sensitive information] shall have consented to a release of its lien on the Membership Interest and the assets of the CompanyDate.

Condition to the Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which Buyer may waive in writing, at its sole and absolute discretion: (a) Other than the representations and warranties of Company contained in Section 3.01 (Organization and Authority; Execution; Enforceability)3.01, Section 3.02 (Subsidiaries)3.03, Section 3.03 (Capitalization) and Section 3.26 (Brokers)3.06, the representations and warranties of the Company and the Selling Parties contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Company and the Selling Parties Seller contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries)3.01, Section 3.03 and Section 3.06 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (Capitalization) except those representations and Sectionwarranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects); (b) Other than the representations and warranties of the Seller contained in Section 4.01 (Ownership of Membership Interests)and Section 4.02, the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Selling Parties Seller contained in Section 4.01 (Ownership of Membership Interests) and Section 4.02 shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (c) The Selling Parties Seller and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Selling Parties Seller and the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (d) No action, proceeding, investigation, regulation or legislation The Seller and Company shall have been instituted or threatened or proposed before any Governmental Authority to enjoin, restrain, prohibit, or obtain damages reasonably cooperated with the Buyer in respect of, or which is related to, or arises out of, this Agreement or the consummation its due diligence of the transactions contemplated hereby;Company, Facility, and Business during that period commencing on the Effective Date and expiring at 11:59 p.m. PST on the forty-fifth (45th) calendar day thereafter (the “Due Diligence Period”): (e) No Material Adverse Effect Within thirty (30) days following the CRA’s approval of the Management Agreement, the Parties shall have occurred with respect use best efforts to submit the License Amendment to the Company from CRA and all other documents and forms and to provide such information as is reasonably necessary to obtain the Effective Date to CRA’s approval of the Closing;License Amendment (the “State Approval”). (f) The Nevada Department of Taxation, Xxxxx County, Nevada and the City of Las Vegas CRA shall have evidenced its approval of (i) consummation of the transactions contemplated by this AgreementAgreement and the Ancillary Agreements, including without limitation Buyer acquiring the Membership Interests Acquired Securities and becoming the sole member shareholder of the Company, and (ii) Buyer conducting the Business under the tradename selected by Buyer; (g) All consents, approvals, waivers or amendments pursuant to the contracts, licenses, permits, trademarks and other intangible assets in connection with the transactions contemplated herein or for the continued operation of the Company and the Business after the Closing on the basis as presently operated set forth on Schedule 6.01(g), including such amendments to the Leases as Buyer deems appropriateClosing, shall have been obtained; provided, however, that between the Effective Date and the Closing, a party may update Schedule 6.01(g) with the consent of the other parties, such consent not to be unreasonably withheld or delayed; and (h) The resolutions adopted by the Managers of the Company, the Member, MJAR Holdings and the Board of Directors of MJardin Group authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall remain valid; (i) An Affiliate of the Buyer shall have completed a financing transaction with [Redacted – commercially sensitive information] which results in net cash proceeds to Buyer or its Affiliates of no less than $5,000,000, on terms acceptable to the Buyer or its Affiliate in their sole discretion; (j) MJAR Holdings shall have assigned the Cultivation Facility Lease to the Company; (k) The Company shall have obtained the consent of the landlord to the Cultivation Facility Lease, IIP-NV, to the assignment of such lease to Buyer as a result of consummation of this Agreement in a form and substance satisfactory to the Buyer as required pursuant to the terms and conditions of Cultivation Facility Lease; and (l) [Redacted – commercially sensitive information] shall have consented to a release of its lien on the Membership Interest and the assets of the Company.

Condition to the Obligations of Buyer. The obligation of Buyer to consummate the transactions contemplated by this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions, any or all of which Buyer may waive in writing, at its sole and absolute discretion: (a) Other than the representations and warranties contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries), Section 3.03 (Capitalization) and Section 3.26 (Brokers), the representations and warranties of the Company and the Selling Parties contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Company and the Selling Parties contained in Section 3.01 (Organization and Authority; Execution; Enforceability), Section 3.02 (Subsidiaries), Section 3.03 (Capitalization) and SectionSection 3.26 (Brokers), shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (b) Other than the representations and warranties contained in Section 4.01 (Ownership of Membership Interests), the representations and warranties of Buyer contained in this Agreement, the Ancillary Documents and any certificate or other writing delivered pursuant hereto shall be true and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date (except those representations and warranties that address matters only as of a specified date, the accuracy of which shall be determined as of that specified date in all respects), except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto. The representations and warranties of the Selling Parties contained in Section 4.01 (Ownership of Membership Interests) shall be true and correct in all respects on and as of the date hereof and on and as of the Closing Date with the same effect as though made at and as of such date, except for any changes resulting from any acts or omissions required or permitted by the terms hereof, or consented to in writing by the other party hereto; (c) The Selling Parties and the Company shall have duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the Ancillary Documents to be performed or complied with by it prior to or on the Closing Date; provided, that, with respect to agreements, covenants and conditions that are qualified by materiality, the Selling Parties and the Company shall have performed such agreements, covenants and conditions, as so qualified, in all respects; (d) No action, proceeding, investigation, regulation or legislation shall have been instituted or threatened or proposed before any Governmental Authority to enjoin, restrain, prohibit, or obtain damages in respect of, or which is related to, or arises out of, this Agreement or the consummation of the transactions contemplated hereby; (e) No Material Adverse Effect shall have occurred with respect to the Company from the Effective Date to the Closing; (f) The Nevada Department of Taxation, Xxxxx Cxxxx County, Nevada and the City of Las Vegas shall have evidenced its approval of (i) consummation of the transactions contemplated by this Agreement, including without limitation Buyer acquiring the Membership Interests and becoming the sole member of the Company, and (ii) Buyer conducting the Business under the tradename selected by Buyer; (g) All consents, approvals, waivers or amendments pursuant to the contracts, licenses, permits, trademarks and other intangible assets in connection with the transactions contemplated herein or for the continued operation of the Company and the Business after the Closing on the basis as presently operated set forth on Schedule 6.01(g), including such amendments to the Leases as Buyer deems appropriate, shall have been obtained; provided, however, that between the Effective Date and the Closing, a party may update Schedule 6.01(g) with the consent of the other parties, such consent not to be unreasonably withheld or delayed; and (h) The resolutions adopted by the Managers of the Company, the Member, MJAR Holdings and the Board of Directors of MJardin Group authorizing the execution, delivery and performance of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby shall remain valid; (i) An Affiliate of the Buyer shall have completed a financing transaction with [Redacted – commercially sensitive information] Bridging Finance, Inc., as agent (“Bridging”) which results in net cash proceeds to Buyer or its Affiliates of no less than $5,000,000, on terms acceptable to the Buyer or its Affiliate in their sole discretion; (j) MJAR Holdings shall have assigned the Cultivation Facility Lease to the Company; (k) The Company shall have obtained the consent of the landlord to the Cultivation Facility Lease, IIP-NV, to the assignment of such lease to Buyer as a result of consummation of this Agreement in a form and substance satisfactory to the Buyer as required pursuant to the terms and conditions of Cultivation Facility Lease; and (l) [Redacted – commercially sensitive information] Bridging shall have consented to a release of its lien on the Membership Interest and the assets of the Company.