Common use of Due Diligence Assistance Clause in Contracts

Due Diligence Assistance. During the Pre-Closing Period, the Company and Representative agree to, as promptly as practicable, provide Trulieve and its advisors (i) all such documentation and information and answer all questions that Trulieve or its advisors may reasonably request regarding the Company (including, without limitation, regarding its Licenses); and (ii) upon reasonable advance notice from Trulieve, subject to any limitations on non-employee access to the Company’s premises set pursuant to applicable Law, afford Trulieve and its managers, officers, employees, agents and consultants reasonable access during normal business hours to all of its properties, Books and Records, and Contracts as Trulieve may reasonably request. Without limiting the generality of the foregoing, the Company and Representative shall promptly and diligently provide Trulieve with documents, information and answers to questions regarding (a) the Licenses, including but not limited to the validity thereof, (b) the existence of any deficiencies or Liens with respect to the Licenses, (c) the Company’s application for any additional licenses, and (d) the suitability of any real estate upon which the Company conducts or proposes to conduct its business, including, without limitation, the conformance and compliance of such real estate with all applicable state and local Laws, rules, ordinances, codes and regulations.

Appears in 2 contracts

Samples: Merger Agreement (Trulieve Cannabis Corp.), Merger Agreement (Trulieve Cannabis Corp.)

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Due Diligence Assistance. During the Pre-Closing Period, the Company Parties shall promptly provide Purchaser and Representative agree to, as promptly as practicable, provide Trulieve and its advisors Purchaser’s Advisors (ia) all such documentation and information and answer all questions that Trulieve Purchaser or its advisors Purchaser’s Advisors may reasonably request regarding the Company (including, without limitation, regarding its the Licenses); ) and (iib) upon reasonable advance notice from Trulieve, subject to any limitations on non-employee access to the Company’s premises set pursuant to applicable LawPurchaser, afford Trulieve Purchaser and its officers, managers, officers, employees, agents agents, consultants and consultants Purchaser’s Advisors reasonable access during normal business hours to all of its propertiesthe Company’s properties (including the Dispensary Locations), Books and Records, Contracts and Contracts personnel as Trulieve Purchaser may reasonably request, provided such access shall not unreasonably interfere with the Company’s normal operations. Without limiting the generality of the foregoing, the Company and Representative Parties shall promptly and diligently provide Trulieve Purchaser with documents, information and answers to questions regarding (ai) the Licenses, including but not limited to the validity thereofof the Dispensary Permit, (bii) the existence of any deficiencies or Liens with respect to the Licenses, (c) the Company’s application for any additional licensesDispensary Permit, and (diii) the suitability of any real estate upon which the Company conducts or proposes to conduct its business, including, without limitation, the conformance and compliance of such real estate with all applicable state and local Laws, rules, ordinances, codes and regulations.

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Trulieve Cannabis Corp.), Membership Interest Purchase Agreement (Trulieve Cannabis Corp.)

Due Diligence Assistance. During the Pre-Closing Period, the Company and Representative Sellers agree to, as to promptly as practicable, provide Trulieve Purchaser and its advisors Purchaser’s Advisors (i) all such documentation and information and answer all questions that Trulieve Purchaser or its advisors Purchaser’s Advisors may reasonably request regarding the Company and Seller (including, without limitation, regarding its Licenses); ) to enable Purchaser and Purchaser’s Advisors to continue evaluating the suitability and desirability of consummating the transactions contemplated by this Agreement and (ii) upon reasonable advance notice from Trulieve, subject to any limitations on non-employee access to the Company’s premises set pursuant to applicable LawPurchaser, afford Trulieve Purchaser and its managersdirectors, officers, employees, agents agents, consultants and consultants reasonable access during normal business hours to all of its properties, Books and Records, contracts and Contracts personnel as Trulieve Purchaser may reasonably request. Without limiting the generality of the foregoing, the Company and Representative Seller shall promptly and diligently provide Trulieve Purchaser with documents, information and answers to questions regarding (ai) the Licenses, including but not limited to the validity thereof, (bii) the existence of any deficiencies or Liens with respect to the Licenses, (ciii) the Company’s application for any additional licenses, and (div) the suitability of any real estate upon which the Company conducts or proposes to conduct its business, including, without limitation, the conformance and compliance of such real estate with all applicable state and local Laws, rules, ordinances, codes and regulations.

Appears in 1 contract

Samples: Share Purchase Agreement

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Due Diligence Assistance. During the Pre-Closing Period, the Company Parties shall promptly provide Purchaser and Representative agree to, as promptly as practicable, provide Trulieve and its advisors Purchaser’s Advisors (ia) all such documentation and information and answer all questions that Trulieve Purchaser or its advisors Purchaser’s Advisors may reasonably request regarding the Company (including, without limitation, regarding its the Licenses); ) and (iib) upon reasonable advance notice from Trulieve, subject to any limitations on non-employee access to the Company’s premises set pursuant to applicable LawPurchaser, afford Trulieve Purchaser and its officers, managers, officers, employees, agents agents, consultants and consultants Purchaser’s Advisors reasonable access during normal business hours to all of its propertiesthe Company’s properties (including the Facilities and the Dispensary Facilities), Books and Records, Contracts and Contracts personnel as Trulieve Purchaser may reasonably request, provided such access shall not unreasonably interfere with the Company’s normal operations. Without limiting the generality of the foregoing, the Company and Representative Parties shall promptly and diligently provide Trulieve Purchaser with documents, information and answers to questions regarding (ai) the Licenses, including but not limited to the validity thereofof the MMTC License, (bii) the existence of any deficiencies or Liens with respect to the Licenses, (c) the Company’s application for any additional licensesMMTC License, and (diii) the suitability of any real estate upon which the Company conducts or proposes to conduct its business, including, without limitation, the conformance and compliance of such real estate with all applicable state and local Laws, rules, ordinances, codes and regulations.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Cannabist Co Holdings Inc.)

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