Common use of Legal Compliance; Approvals Clause in Contracts

Legal Compliance; Approvals. (a) Each of the Group Companies has during the past three years complied with, and is not currently in violation of, any Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no written, or to the Knowledge of the Company, oral notice of non-compliance with any Applicable Legal Requirements has been received during the past three years by any of the Group Companies. (b) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Section 4.06(b) of the Company Disclosure Letter sets forth (i) all material Approvals of each Group Company and (ii) all pending material Approvals of each Group Company. The operations of the Group Companies are and have during the last three years been conducted in compliance with all Approvals, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material Approvals are in full force and effect, and no Group Company has received any written, or to the Knowledge of the Company, oral notice from a Governmental Entity during the past three years regarding: (i) any violation of or failure to comply with any term or requirement of any Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approval.

Legal Compliance; Approvals. (a) Each of the Group Companies The Company has during the past three years since Formation complied with, and is not currently in violation of, any Applicable applicable Legal Requirements with respect to the conduct of its businessBusiness, or the ownership or operation of its businessBusiness, except for failures to comply or violations which would notwhich, individually or in the aggregate, have not been and are not reasonably be expected likely to be material to the Group CompaniesBusiness of the Company, taken as a whole. Except as would notSince Formation, individually or in the aggregate, reasonably be expected to be material no Governmental Entity has issued to the Group Companies, taken as a whole, no written, Company any written notice or to the Knowledge of the Company, oral notice notification of non-compliance with any Applicable applicable Legal Requirements has been received during Requirements. To the past three years Company’s Knowledge, (i) all applications filed by any the Company for Liquor Licenses and Approvals were made with full disclosure of all relevant facts, including the method of operation, and (ii) the method of operation of the Group CompaniesCompany matches that which was filed with each applicable Governmental Entity. (b) Each Group The Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) Approvals necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business Business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Section 4.06(bSchedule 4.05(b) of the Company Disclosure Letter sets forth (i) all any material Approvals of each Group Company and (ii) all pending material Approvals of each Group the Company. The operations of the Group Companies are Company are, and have during the last three years been since Formation been, conducted in compliance with all Approvals, if any, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have a wholeCompany Material Adverse Effect. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a wholeCompany, all material Approvals Approvals, if any, are in full force and effect, effect and no Group the Company has not received any written, or to the Knowledge of the Company, oral written notice from a Governmental Entity during the past three years since Formation regarding: (i) any violation of or failure to comply with any term or requirement of any Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or material modification of any Approval, nor, to the Company’s Knowledge, do any grounds for revocation, suspension or limitation of any Liquor Licenses or Approvals or other material Approvals exist and no Actions are pending or, to the Company’s Knowledge, threatened that seek the revocation, cancellation, suspension, limitation or modification of any of the same. (c) With regards to any alcoholic beverage products of the Company that are finished goods such products (i) have been processed in accordance with formulas approved by the TTB; (ii) comply in all material respects with the applicable provisions of Title 27 of the Code of Federal Regulations, the Food and Drug Act and, to the Company’s Knowledge, any other applicable Legal Requirements governing alcoholic beverages; (iii) contain labels that have been approved by each state agency or other Governmental Entity that requires label approval of the alcoholic beverage products of the Company; and (iv) contain labels that comply in all material respects with all requirements of the U.S. Food and Drug Administration. (d) All advertising and sales material for the Company’s products has been prepared in all material respects in compliance with the applicable provisions of Title 27 of the Code of Federal Regulations and the rules and regulations of the TTB.

Legal Compliance; Approvals. (a) Each of the Group Companies The Company has during the past three five years complied with, and is not currently in violation of, any Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would notwhich, individually or in the aggregate, have not been and are not reasonably be expected likely to be material to the Group Companies, taken as a wholeCompany. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no No written, or to the Knowledge of the Company, oral notice of non-compliance with any Applicable Legal Requirements has been received during the past three five years by any of the Group CompaniesCompany. (b) Each Group The Company (i) is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group CompaniesCompany, taken as a wholeand (ii) is in compliance with all material terms and conditions of such Approvals. Section 4.06(bSchedule 3.06(b) of the Company Disclosure Letter sets forth (iA) all material Approvals of each Group the Company and (iiB) all pending material Approvals of each Group the Company. The operations of the Group Companies Company are and have during the last three five years been conducted in compliance with all Approvals, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material All Approvals are in full force and effect, and no Group the Company has not received any written, or to the Knowledge of the Company, oral notice from a Governmental Entity during the past three five years regarding: (iI) any violation of or failure to comply with any term or requirement of any Approval or (iiII) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approval. (c) Schedule 3.06(c) of the Company Disclosure Letter sets forth, as of the date hereof, all bank accounts of the Company. During the past five years, no bank has closed any bank account of the Company.

Legal Compliance; Approvals. (a) Each of the Group Companies has during the past three years complied with, and is not currently in violation of, any Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would notwhich, individually or in the aggregate, have not been and are not reasonably be expected likely to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no written, or to the Knowledge of the Company, oral notice of non-compliance with any Applicable Legal Requirements has been received during the past three years by any of the Group Companies. (b) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Section Schedule 4.06(b) of the Company Disclosure Letter Schedule sets forth (i) all material Approvals of each Group Company and (ii) all pending material Approvals of each Group Company. The operations of the Group Companies are and have during the last three years been conducted in compliance with all Approvals, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material Approvals are in full force and effect, effect and no Group Company has received any written, or to the Knowledge of the Company, oral notice from a Governmental Entity during the past three years regarding: (i) any violation of or failure to comply with any term or requirement of any Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approval.

Legal Compliance; Approvals. (a) Each of the Group Companies has during the past three years complied with, and is not currently in violation of, any Applicable Legal Requirements to which such Group Company is subject with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no written, or to the Knowledge of the Company’s knowledge, oral notice of non-compliance with any Applicable Legal Requirements to which a Group Company is subject has been received during the past three years by any of the Group Companies. (b) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Section 4.06(b2.7(b) of the Company Disclosure Letter Schedule sets forth (i) all material Approvals of each Group Company and (ii) all pending material Approvals of each Group Company. The operations of the Group Companies are and have during the last three years been conducted in compliance with all Approvals, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material Approvals are in full force and effect, and no Group Company has received any written, or to the Knowledge of the Company’s knowledge, oral notice from a Governmental Entity during the past three years regarding: (i) any violation of or failure to comply with any term or requirement of any Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approval.

Legal Compliance; Approvals. (a) Each of the Group Companies has during the past three (3) years complied with, and is not currently in violation of, any Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would notwhich, individually or in the aggregate, have not been and would not reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, no No written, or to the Knowledge of the Company, oral notice of non-compliance with any Applicable Legal Requirements has been received during the past three (3) years by any of the Group Companies. (b) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, and is in compliance in all material respects with all material terms and conditions of such Approvals. Section 4.06(b) All of such Approvals are valid and have not been terminated and none of such Approvals will be terminated as a result of, or in connection with, the consummation of the Company Disclosure Letter sets forth (i) all material Approvals of each Transactions. No Group Company and (ii) all pending is in material Approvals of each Group Company. The operations of the Group Companies are and have during the last three years been conducted in compliance with all Approvalsdefault under any such Approval and, except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material Approvals are in full force and effect, and no Group Company has received any written, or to the Knowledge of the Company, oral no condition exists that, with the giving of notice from or lapse of time or both, would constitute a Governmental Entity during material default under such Approval, and no Legal Proceeding is pending or, to the past three years regarding: (i) Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any violation such Approval in a manner that has or would reasonably be expected to have a material adverse effect on the ability of or failure the applicable Group Company to comply with any term or requirement of any use such Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approvalto conduct its business.

Legal Compliance; Approvals. (a) Each Except as set forth on Schedule 5.06(a) of the Company Disclosure Letter, each of the Group Companies has during the past three years complied with, and is not currently in violation of, any Applicable Legal Requirements with respect to the conduct of its business, or the ownership or operation of its business, except for failures to comply or violations which would notwhich, individually or in the aggregate, have not been and are not reasonably be expected likely to be material to the Group Companies, taken as a whole. Except as would not, individually or in set forth on Schedule 5.06(a) of the aggregate, reasonably be expected to be material to the Group Companies, taken as a wholeCompany Disclosure Letter, no written, or to the Knowledge of the Company, oral notice of any material non-compliance with any Applicable Legal Requirements has been received during the past three years by any of the Group Companies. (b) Each Group Company is in possession of all franchises, grants, authorizations, licenses, permits, consents, certificates, approvals and orders from Governmental Entities (“Approvals”) necessary to own, lease and operate the properties it purports to own, operate or lease and to carry on its business as it is now being conducted, except where the failure to have such Approvals would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. Section 4.06(b) of the Company Disclosure Letter sets forth (i) , and is in compliance in all material respects with all material terms and conditions of such Approvals. All of such Approvals of each are valid and have not been terminated. No Group Company and (ii) all pending material Approvals of each Group Company. The operations of the Group Companies are and have during the last three years been conducted in compliance with all Approvals, except as would not, individually or in the aggregate, reasonably be expected is required to be material registered as an investment adviser under the Investment Advisers Act or to file reports with the Group Companies, taken SEC as a wholean “Exempt Reporting Adviser”. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole, all material Approvals are in full force and effect, and no No Group Company has received is in material default under any writtensuch Approval and, or to the Knowledge of the Company, oral no condition exists that, with the giving of notice from or lapse of time or both, would constitute a Governmental Entity during material default under such Approval, and no Legal Proceeding is pending or, to the past three years regarding: (i) Knowledge of the Company, threatened, to suspend, revoke, withdraw, modify or limit any violation such Approval, in each case, except as has not had, and would not reasonably be expected to have, a material adverse effect on the ability of or failure the applicable Group Company to comply with any term or requirement of any use such Approval or (ii) any revocation, withdrawal, suspension, cancellation, termination or modification of any Approvalto conduct its business.