Common use of Continuation of Business Clause in Contracts

Continuation of Business. From the date hereof until the Closing, Seller and the Members shall (a) operate the Business in the ordinary course of business, (b) use reasonable efforts to maintain the Regulatory Licenses and their respective rights thereunder, (c) use reasonable efforts to preserve intact in all material respects, with respect to the Business and the Purchased Assets, its current business organization, ongoing businesses and significant relationships with third parties, and (d) use reasonable efforts to preserve the relationships of the Business with its employees and independent contractors in accordance with the ordinary course of business; and shall not to do any of the following except in the ordinary course of the business or as required by the Transactions, and only with prior written consent of Buyer: (a) make any material changes in its condition (financial or otherwise), liabilities, assets, or Business or in any of its Business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, might reasonably be expected to be material and adverse to Seller or the results of operations of the Business; (b) agree not to, directly or indirectly, solicit or otherwise induce or influence any customer that patronizes or otherwise has a business relationship with the Business to discontinue or reduce his, her, or its business relationship with the Business; (c) increase the salary or other compensation payable or to become payable by Seller to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by Seller of a bonus or other additional salary or compensation to any such person other than in the ordinary course of business and consistent with past practice; (d) sell, lease, transfer or assign any of its assets, tangible or intangible other than in the ordinary course of business; (e) accelerate, terminate, modify or cancel any agreement, contract, lease or license (or series of related agreements, contracts, leases and licenses) involving more than $50,000 to which Seller is a party unless agreed to in this Agreement or by the parties; (f) make any loans to any person or entity, or guarantee any loan; (g) waive or release any right or claim held by Seller; (h) cease to operate the Business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of its employees and to preserve its goodwill and relationships with suppliers, creditors, customers, and others having business relationships with it; (i) take any action to solicit or induce current customers of the Business to seek alternative marijuana establishments or otherwise terminate or reduce such customer’s patronage of the Business; (j) issue any note, bond or other debt security or create, incur or assume, or guarantee any indebtedness for borrowed money or capitalized lease obligations; (k) delay or postpone the payment of accounts payable and other liabilities; (l) make any loan to, or enter into any employment agreement or other transaction with, any of its directors, officers or employees; (m) make any change in any method, practice, or principle of accounting involving the Business of Seller, or the assets of Seller; (n) issue, sell or otherwise dispose of any of the Purchased Assets or any of its equity interests, or create, sell or dispose of any options, rights, conversion rights or other agreements or commitments of any kind relating to the issuance, sale or disposition of any of the Purchased Assets or the its equity interests; (o) reclassify, split up or otherwise effect any change of its Membership Interests; (p) be a party to any merger, consolidation or other business combination related to the Purchased Assets or the Business; (q) grant dividends, adopt any plan of merger, consolidation, reorganization, liquidation or dissolution or filing of a petition in bankruptcy under any provisions of federal or state bankruptcy Law or consent to the filing of any bankruptcy petition against it under any similar Law; (r) (i) amend a Tax Return, (ii) agree to any claims for Tax adjustments or assessments, (iii) settle any Tax claim, audit or assessment, or (iv) fail to pay any Tax or file any Tax Return when due; (s) take any action that if taken prior to Closing would have required disclosure under Section 6.5; or (t) agree to take any action described in this Section 8.3.