Common use of Conduct of Seller’s Business Clause in Contracts

Conduct of Seller’s Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), with respect to the Business, Seller shall (i) conduct the Business in the ordinary course of business consistent with past practices, (ii) take all steps reasonably necessary to advance, maintain, preserve, defend, protect, and when necessary, renew, any permits, approvals, licenses, or consents required to operate the License, including but not limited to securing a Final Marijuana Retailer License for use at the Premises and Notice to Commence Operations at the Premises, both from the CCC, (iii) pay any debts, Taxes and other obligations of the Business when due, (iv) comply in all material respects with all applicable federal, state and local laws and regulations applicable to the Purchased Assets (with the exception of federal laws criminalizing the sale, distribution, and possession of cannabis), and (v) undertake commercially reasonable efforts to maintain relationships of Seller with any third party (A) that is party to any Assigned Contract, (B) that is a local or state governmental authority or (C) whose relationship with Seller is reasonably necessary to the conduct of the Business. Without limiting the generality of the foregoing, from the Agreement Date until the Closing, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or with the prior written consent of Buyer, Seller will not: (i) adopt a plan or agreement of complete or partial liquidation or dissolution; (ii) sell, lease, license or otherwise dispose of any of the Purchased Assets, except (whether by merger, sale of stock, sale of assets or otherwise), except pursuant to existing contracts or commitments; (iii) enter into or terminate any material contract related to the Business, except as required by applicable law; (iv) create or otherwise incur any Encumbrance on any Purchased Asset; (v) make or incur any capital expenditure, commitment for capital expenditures, or obligations or liabilities therefor related to the Business except as will remain an Excluded Liability; (vi) cancel, settle or waive any claims, rights or remedies of Seller related to the Business, except under any Seller Document; or (vii) agree or commit to do any of the foregoing.

Conduct of Seller’s Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as disclosed in Section 5.01(a) of the Disclosure Schedule, or as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), with respect to the BusinessPurchased Assets, Seller shall (i) conduct the Business in the ordinary course of business consistent with past practices, (ii) take all steps reasonably necessary to advance, maintain, preserve, defend, protect, and when necessary, renew, the Application, the License when issued, and any other permits, approvals, licenses, or consents required to operate the License, including but not limited to securing a Final Marijuana Retailer License for use at the Premises and Notice to Commence Operations at the Premises, both from the CCCheld by Seller, (iiiii) pay any debts, Taxes and other obligations of the Business when due, (iviii) comply in all material respects with all applicable federal, state and local laws and regulations applicable to the Purchased Assets (with the exception of federal laws criminalizing the sale, distribution, and possession of cannabis), and (viv) undertake commercially reasonable efforts to maintain relationships of Seller with any third party (A) that is party to any Assigned Contract, (B) that is a local or state governmental authority or (C) whose relationship with Seller is reasonably necessary to the conduct of the Businessparties. Without limiting the generality of the foregoing, from the Agreement Date until the Closing, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or with the prior written consent of Buyer, Seller will not: (i) adopt a plan or agreement of complete or partial liquidation or dissolution; (ii) effect, whether by merger, stock sale, asset sale or other transaction, any transaction or series of transactions resulting in a change of control of Seller or the sale of all or substantially all assets of Seller that could reasonably be expected to prevent or materially impair or materially delay the ability of Buyer Parent to prepare and file a Registration Statement pursuant to Section 5.06; (iii) sell, lease, license or otherwise dispose of any of the Purchased Assets, except business or assets (whether by merger, sale of stock, sale of assets or otherwise)) related to the Purchased Assets, except pursuant to existing contracts or commitments; (iiiiv) enter into or terminate any material contract related to the BusinessPurchased Assets, except as required by applicable law; (ivv) create or otherwise incur any new Encumbrance on any Purchased AssetAsset not otherwise set forth on Section 3.03 of the Disclosure Schedule; (vvi) make or incur any capital expenditure, commitment for capital expenditures, or obligations or liabilities therefor related to the Business except as will remain an Excluded LiabilityPurchased Assets; (vivii) make any loans, advances, or capital contributions to, or investments in, any other Person related to the Purchased Assets; (viii) incur, assume or guarantee any new indebtedness related to the Purchased Assets (ix) cancel, settle or waive any claims, rights or remedies of Seller related to the BusinessPurchased Assets, except under any Seller Document; or (viix) agree or commit to do any of the foregoing.

Conduct of Seller’s Business. From Seller shall operate and conduct the Agreement Date until Business diligently and only in the Closing ordinary course, consistent with past practices. In furtherance thereof, unless Buyer's prior consent to do otherwise is obtained, Seller shall: (a) Not, nor shall any of its representatives, agents, officers or directors, solicit or accept offers from, provide information or assistance to, or negotiate or enter into any agreement or understanding, oral or written, with, any other person or entity regarding or relating to (i) the termination sale, merger, or reorganization of Seller; (ii) the sale of any of Seller's assets; (iii) the sale or other transfer of any of the outstanding shares of the capital stock of Seller or (iv) any other transaction which could cause or result in any change, other than of an immaterial nature, in the business of Seller, or which could interfere in any manner with the consummation of the transactions contemplated in this Agreement Agreement; (b) Use its best efforts to preserve intact its organization and use its commercially reasonable efforts to retain all of its employees involved in accordance with its termsthe Business and the services of all vendors, except as required by applicable law suppliers, agents and consultants to Seller; (c) Not sell or by otherwise dispose, or enter into any agreement for the terms of this Agreement (including in order to satisfy sale, or solicit or initiate any condition set forth in Section 6.01), discussions with respect to the Businesssale or disposal, Seller shall (i) conduct the Business of any of its assets or properties, except for sales of inventory and obsolete equipment in the ordinary course of business and consistent with past practices, and shall not permit or allow, or enter into any agreements providing for or permitting, any of its assets or properties to be subjected to any Lien or Encumbrance other than liens or security interests in existence on the date hereof and statutory liens to secure taxes that are not yet due and payable; (iid) take all steps reasonably necessary Not pay or declare any dividends, redeem any securities or cause any other distribution or transfer of properties or assets of any kind whatsoever to advanceany of its shareholders; (e) Maintain the Purchased Assets in good working order and condition, maintain, preserve, defend, protectordinary wear and tear excepted, and when necessary, renew, any permits, approvals, licenses, or consents required to operate the License, including but not limited to securing a Final Marijuana Retailer License for use at the Premises and Notice to Commence Operations at the Premises, both from the CCC, (iii) pay any debts, Taxes and other obligations of the Business when due, (iv) comply in compliance in all material respects with all applicable federal, state and local laws and regulations; (f) Maintain insurance consistent with past practices and, unless comparable insurance is substituted therefor or is not generally available to the Business, not take any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverages of Seller as set forth in Schedule 4.12 hereto; (g) Promptly notify Buyer of any lawsuit or other legal proceeding that is commenced, or that is threatened, in writing, against Seller and that (i) relates to or arises out of the Business and, if adversely determined against Seller, would be expected to have a Material Adverse Effect, or (ii) relates to any of the Purchased Assets or any of the transactions contemplated by this Agreement; (h) Not settle any action or proceeding on terms that are expected to have a Material Adverse Effect on the Business; not release, settle, compromise or relinquish any claims, causes of action or rights involving more than $5,000 individually or $10,000 in the aggregate which Seller may have against any other persons relating to the Business, including, without limitation, claims or rights to reimbursement or payment for services rendered by Seller; (i) Use its best efforts to observe and perform all of its obligations under the Assigned Contracts; (j) Except as required by any existing contracts or agreements, not enter into any new agreement that would constitute a Material Contract or amend any Material Contract; (k) Promptly notify Buyer in writing of the occurrence of any breach or default of any Material Contract; (l) Not encourage or incentivize any employee involved in the Business to leave their current position or alter their responsibilities with Seller; (m) Use its best efforts to obtain and maintain all consents, assignments or approvals of, and licenses, permits and franchises and rights to operate the Business granted by, governmental authorities; (n) Not take any action which would be expected to result in a violation of or in the noncompliance with any laws or regulations applicable to the Purchased Assets Business; and (with the exception of federal laws criminalizing the saleo) Pay, distributionwhen due, and possession of cannabis), and (v) undertake commercially reasonable efforts to maintain relationships of Seller with any third party (A) that is party to any Assigned Contract, (B) that is a local or state governmental authority or (C) whose relationship with Seller is reasonably necessary prior to the conduct imposition or assessment of any interest, penalties or liens by reason of the Business. Without limiting the generality nonpayment of the foregoing, from the Agreement Date until the Closing, all Taxes due or assessed against it except as required for any Taxes being contested in good faith and for which reserves have been established by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or with the prior written consent of Buyer, Seller will not: (i) adopt a plan or agreement of complete or partial liquidation or dissolution; (ii) sell, lease, license or otherwise dispose of any of the Purchased Assets, except (whether by merger, sale of stock, sale of assets or otherwise), except pursuant to existing contracts or commitments; (iii) enter into or terminate any material contract related to the Business, except as required by applicable law; (iv) create or otherwise incur any Encumbrance on any Purchased Asset; (v) make or incur any capital expenditure, commitment for capital expenditures, or obligations or liabilities therefor related to the Business except as will remain an Excluded Liability; (vi) cancel, settle or waive any claims, rights or remedies of Seller related to the Business, except under any Seller Document; or (vii) agree or commit to do any of the foregoingSeller.