Common use of Conditions to Obligations of the Companies Clause in Contracts

Conditions to Obligations of the Companies. The obligations of each Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or such Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the Verano Fundamental Representations, the representations and warranties of Verano contained in this Agreement and the Ancillary Documents 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). The Verano Fundamental Representations 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. (b) Verano 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 Verano prior to or on the Closing Date; provided that with respect to agreements, covenants and conditions that are qualified by materiality, Verano shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) All approvals, consents and waivers that are listed on Schedule 7.03(c) shall have been received, and executed counterparts thereof shall have been delivered to the Companies at or prior to the Closing. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect of Verano, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect of Verano. (e) Verano shall have delivered (or caused to be delivered) the closing deliverables set forth in Section 2.03(b).

Conditions to Obligations of the Companies. The obligations of each Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or such Company’s waiver, at or prior to the Closing, of each of the following conditions:conditions:‌ (a) Other than the Verano Fundamental Representations, the representations and warranties of Verano contained in this Agreement and the Ancillary Documents 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). The Verano Fundamental Representations 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. (b) Verano 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 Verano prior to or on the Closing Date; provided that with respect to agreements, covenants and conditions that are qualified by materiality, Verano shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) All approvals, consents and waivers that are listed on Schedule 7.03(c) shall have been received, and executed counterparts thereof shall have been delivered to the Companies at or prior to the Closing. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect of Verano, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect of Verano. (e) Verano shall have delivered (or caused to be delivered) the closing deliverables set forth in Section 2.03(b).

Conditions to Obligations of the Companies. The obligations obligation of each Company the Companies to consummate the transactions contemplated by this Agreement shall be Closing is subject to the fulfillment satisfaction, or such Company’s waiver, the waiver at or prior to the ClosingCompanies discretion, of each of all the following further conditions: (a) Other than (i) Parent and each Merger Sub shall have performed in all material respects all of their respective obligations hereunder required to be performed by it at or prior to the Verano Fundamental RepresentationsClosing Date, (ii) the representations and warranties of Verano Parent contained in this Agreement Agreement, the Additional Agreements and the Ancillary Documents in any certificate or other writing delivered by Parent or Merger Sub pursuant hereto, disregarding all qualifications and expectations contained therein relating to materiality, 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 at and as of the Closing Date with the same effect Date, 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 Verano Fundamental Representations 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 if made at and as of such date. , (biii) Verano 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 Verano prior to or on the Closing Date; provided that with respect to agreements, covenants and conditions that are qualified by materiality, Verano shall have performed such agreements, covenants and conditions, as so qualified, in all respects. (c) All approvals, consents and waivers that are listed on Schedule 7.03(c) there shall have been receivedno event, and executed counterparts thereof shall have been delivered to the Companies at change or prior to the Closing. (d) From the date of this Agreement, there shall not have occurred any Material Adverse Effect of Verano, nor shall any event or events have occurred that, occurrence which individually or in the aggregatetogether with any other event, with change or without the lapse of timeoccurrence, could reasonably be expected to have a material adverse effect, regardless of whether it involved a known risk, on the business, assets, condition (financial or otherwise), liabilities, result of operations of prospects of the Parent or any Merger Sub, and (iv) each Shareholder shall have received a certificate signed by an authorized officer of Parent and Merger Sub to the foregoing effect. (b) The Companies shall have received (i) a copy of the certificate of incorporation of the Parent and each Merger Sub, (ii) copies of the bylaws of each of Parent and each Merger Sub as effective on the date hereof; (iii) copies of resolutions duly adopted by the Board of Directors of Parent and Merger Sub and by the unanimous vote or consent of Merger Sub's shareholders authorizing this Agreement and the Additional Agreements and the transaction contemplated hereby and thereby, (iv) a certificate of the Secretary or Assistant Secretary of Parent and each Merger Sub certifying each of the foregoing and as to signatures of the officer(s) authorized to execute this Agreement and any certificate or document to be delivered pursuant hereto, together with evidence of the incumbency of such Secretary or Assistant Secretary, and (v) a recent good standing certificate regarding Parent and each Merger Sub from the office of the Secretary of State of its respective jurisdiction of organization and each other jurisdiction in which each Company is qualified to do business. (c) The Companies shall have delivered to each of the Shareholders a Material Adverse Effect duly executed copy of Veranotheir respective Employment Agreements. (d) Parent shall have made a demand loan to the Companies in the amount equal to the lesser of (i) all accrued but previously undistributed profits of the Companies (as mutually agreed to by the Companies and Parent), and (ii) [$________]. (e) Verano The transactions contemplated in the Asset Purchase Agreement shall have delivered (or caused to be delivered) been consummated simultaneous with the closing deliverables set forth in Section 2.03(b)Closing.

Conditions to Obligations of the Companies. The obligations of each Company to consummate the transactions contemplated by this Agreement shall be subject to the fulfillment or such Company’s waiver, at or prior to the Closing, of each of the following conditions: (a) Other than the Verano Fundamental Representations, the The representations and warranties of Verano ZFG contained in this Agreement and the Ancillary Documents 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). The Verano Fundamental Representations representations and warranties of ZFG contained in Section 3 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). (b) Verano ZFG 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 Verano it prior to or on the Closing Date; provided that with respect to agreements, covenants and conditions that are qualified by materiality, Verano . c) No Action shall have performed such agreementsbeen commenced against the Companies or ZFG, covenants which would prevent the Closing. No injunction or restraining order shall have been issued by any Governmental Authority, and conditionsbe in effect, as so qualified, in all respectswhich restrains or prohibits any transaction contemplated hereby. (cd) All approvals, consents and waivers that are listed on Schedule 7.03(c) Section 3.02 shall have been received, and executed counterparts thereof shall have been delivered to the Companies at or prior to the Closing. (de) From the date of this Agreement, there shall not have occurred any Material Adverse Effect of VeranoEffect, nor shall any event or events have occurred that, individually or in the aggregate, with or without the lapse of time, could reasonably be expected to result in a Material Adverse Effect of VeranoEffect. (ef) Verano ZFG shall have delivered (or caused to be delivered) each of the closing deliverables set forth in Section 2.03(b2.03(a).