Common use of Legal Compliance; Permits Clause in Contracts

Legal Compliance; Permits. (a) Except as set forth in Section 6.10(a) of the Disclosure Schedules, the Company and its Subsidiaries are and have been in material compliance with all Laws that are or were applicable to the Company and its Subsidiaries. Except as set forth in Section 6.10(a) of the Disclosure Schedules, the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether written or oral) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Laws or any actual, alleged, possible or potential obligation on the part of the Company and its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the Owned Real Property, the Leased Real Property or the operation of the business of the Company and its Subsidiaries as currently conducted. (b) Section 6.10(b) of the Disclosure Schedules contains a complete and accurate list of each material Permit that is held by the Company and its Subsidiaries. Except as set forth on Section 6.10(b) of the Disclosure Schedules: (a) each Permit listed on Section 6.10(b) of the Disclosure Schedules is valid and in full force and effect; (b) the Company or one of its Subsidiaries is and has been in material compliance with the terms and requirements of each Permit identified on Section 6.10(b) of the Disclosure Schedules; and (c) the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Permit or any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Permit. The Permits listed on Section 6.10(b) of the Disclosure Schedules collectively constitute all of the material Permits required to permit the Company and its Subsidiaries to conduct their business and to own and use their assets related thereto as presently conducted, including all Permits required under applicable Environmental Requirements. (c) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has: (i) made any illegal payment to officers or employees of any Governmental Entity; (ii) made any unlawful political contributions; (iii) received any payments, services or gratuities which were not legal to receive or which the Company, any of its Subsidiaries, any Seller or any of their respective directors, managers, shareholders, members, officers, employees or agents, or any other Person acting on their behalf should have known were not legal for the payor or the provider to make or provide; (iv) made any unlawful payments or given or agreed to give any gift or similar benefit of more than nominal value to governmental officials in their individual capacities for the purpose of assisting the Company or any Subsidiary thereof in securing or retaining any business opportunity, contract, permit or license or in conducting its usual and customary operations; (v) made any payment to customers for the sharing of fees or to customers or suppliers for rebating of charges; or (vi) engaged in any other reciprocal practices that violate any laws, or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company or any Subsidiary thereof. (d) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has engaged in any business or effected any transactions with any Person: (i) located in a Restricted Nation; (ii) that is owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (iii) that is a government of a Restricted Nation; (iv) that is owned, controlled by or acting on behalf of a government of a Restricted Nation; or (v) that is on OFAC’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Bureau of Industry and Security’s or the Department of State’s Directorate of Defense Trade Controls’ lists of denied persons, as each may be amended from time to time.

Legal Compliance; Permits. (a) Except as set forth in on Section 6.10(a4.11(a) of the Company Disclosure SchedulesSchedule, the Company Acquired Companies are not, and its Subsidiaries are and since January 1, 2018 have not been in breach or violation of, or default under, any applicable Law (other than the Federal Cannabis Laws) or any applicable Governmental Order, in each case, in any material compliance with respect. The Acquired Companies have not, since January 1, 2018, received any written notice regarding any actual or potential breach or violation of, or default under, any applicable Law or any applicable Governmental Order, in each case, in any material respect, by any Acquired Company. There is not currently pending and, since January 1, 2018, there has not been pending any internal investigation related to any actual or potential breach or violation of, or default under, any applicable Law (other than Federal Cannabis Laws) or any applicable Governmental Order, in each case, in any material respect, by any Acquired Company. (b) Each Acquired Company has been duly granted all Laws that are or were applicable to material Permits necessary for the conduct of the Business by them and the ownership and use of their Assets. Section 4.11(b) of the Company Disclosure Schedule sets forth an accurate and its Subsidiariescomplete list of each material Permit (including each Cannabis License) held by each Acquired Company, together with the Governmental Authority responsible for issuing such Permit and the expiration date of such Permit. All such Permits are in full force and effect, and, since January 1, 2017, no Governmental Authority has threatened in writing the suspension, cancellation or invalidation of any material Permit (including any Cannabis License) held by any Acquired Company. To the Company’s Knowledge, no Acquired Company is in default or violation (and no event has occurred that, with notice or the lapse of time or both, would constitute a default or violation) of any term, condition or provision of any such material Permit to which it is a party. Except as set forth in Section 6.10(a) below with respect to the Cannabis Licenses and except for the required Governmental Approvals, none of the Disclosure Schedules, material Permits shall be adversely affected in any manner by the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether written or oral) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Laws or any actual, alleged, possible or potential obligation on the part consummation of the Company Contemplated Transactions. All fees and its Subsidiaries charges due and owing with respect to undertake, or to bear all or any portion such Permits as of the cost of, any remedial action of any nature date hereof have been paid in connection with the Owned Real Property, the Leased Real Property or the operation of the business of the Company and its Subsidiaries as currently conductedfull. (bc) Section 6.10(b) Each Cannabis License will remain in full force and effect for the benefit of the Disclosure Schedules contains a complete and accurate list Surviving Corporation after the consummation of each material Permit that is held by the Company and its Subsidiaries. Except Contemplated Transactions except as set forth on Section 6.10(b4.11(c) of the Company Disclosure Schedules: (a) each Permit listed on Section 6.10(b) of the Disclosure Schedules is valid and in full force and effect; (b) the Company or one of its Subsidiaries is and has been in material compliance with the terms and requirements of each Permit identified on Section 6.10(b) of the Disclosure Schedules; and (c) the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Permit or any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Permit. The Permits listed on Section 6.10(b) of the Disclosure Schedules collectively constitute all of the material Permits required to permit the Company and its Subsidiaries to conduct their business and to own and use their assets related thereto as presently conducted, including all Permits required under applicable Environmental RequirementsSchedule. (c) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has: (i) made any illegal payment to officers or employees of any Governmental Entity; (ii) made any unlawful political contributions; (iii) received any payments, services or gratuities which were not legal to receive or which the Company, any of its Subsidiaries, any Seller or any of their respective directors, managers, shareholders, members, officers, employees or agents, or any other Person acting on their behalf should have known were not legal for the payor or the provider to make or provide; (iv) made any unlawful payments or given or agreed to give any gift or similar benefit of more than nominal value to governmental officials in their individual capacities for the purpose of assisting the Company or any Subsidiary thereof in securing or retaining any business opportunity, contract, permit or license or in conducting its usual and customary operations; (v) made any payment to customers for the sharing of fees or to customers or suppliers for rebating of charges; or (vi) engaged in any other reciprocal practices that violate any laws, or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company or any Subsidiary thereof. (d) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has engaged in any business or effected any transactions with any Person: (i) located in a Restricted Nation; (ii) that is owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (iii) that is a government of a Restricted Nation; (iv) that is owned, controlled by or acting on behalf of a government of a Restricted Nation; or (v) that is on OFAC’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Bureau of Industry and Security’s or the Department of State’s Directorate of Defense Trade Controls’ lists of denied persons, as each may be amended from time to time.

Legal Compliance; Permits. (a) Except as set forth in Section 6.10(a) of the Disclosure Schedules, the Company and its Subsidiaries are and have been in material compliance with all Laws that are or were applicable to the Company and its Subsidiaries. Except as set forth in Section 6.10(a) -27- of the Disclosure Schedules, the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether written or oral) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of, or failure to comply with, any Laws or any actual, alleged, possible or potential obligation on the part of the Company and its Subsidiaries to undertake, or to bear all or any portion of the cost of, any remedial action of any nature in connection with the Owned Real Property, the Leased Real Property or the operation of the business of the Company and its Subsidiaries as currently conducted. (b) Section 6.10(b) of the Disclosure Schedules contains a complete and accurate list of each material Permit that is held by the Company and its Subsidiaries. Except as set forth on Section 6.10(b) of the Disclosure Schedules: (a) each Permit listed on Section 6.10(b) of the Disclosure Schedules is valid and in full force and effect; (b) the Company or one of its Subsidiaries is and has been in material compliance with the terms and requirements of each Permit identified on Section 6.10(b) of the Disclosure Schedules; and (c) the Company and its Subsidiaries have not received any written notice or, to the Knowledge of Sellers, other communication (whether oral or written) from any Governmental Entity or any other Person regarding any actual, alleged, possible or potential violation of or failure to comply with any material term or requirement of any Permit or any actual, proposed, possible or potential revocation, withdrawal, suspension, cancellation, termination of or modification to any Permit. The Permits listed on Section 6.10(b) of the Disclosure Schedules collectively constitute all of the material Permits required to permit the Company and its Subsidiaries to conduct their business and to own and use their assets related thereto as presently conducted, including all Permits required under applicable Environmental Requirements. (c) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has: (i) made any illegal payment to officers or employees of any Governmental Entity; (ii) made any unlawful political contributions; (iii) received any payments, services or gratuities which were not legal to receive or which the Company, any of its Subsidiaries, any Seller or any of their respective directors, managers, shareholders, members, officers, employees or agents, or any other Person acting on their behalf should have known were not legal for the payor or the provider to make or provide; (iv) made any unlawful payments or given or agreed to give any gift or similar benefit of more than nominal value to governmental officials in their individual capacities for the purpose of assisting the Company or any Subsidiary thereof in securing or retaining any business opportunity, contract, permit or license or in conducting its usual and customary operations; (v) made any payment to customers for the sharing of fees or to customers or suppliers for rebating of charges; or (vi) engaged in any other reciprocal practices that violate any laws, or made any illegal consideration to purchasing agents or other representatives of customers in respect of sales made or to be made by the Company or any Subsidiary thereof. (d) None of the Company, its Subsidiaries, Sellers, any officer or employee of the foregoing Persons, or, to the Knowledge of Sellers, any of their respective directors, managers, shareholders, members or agents, or any other Person acting on their behalf, has engaged in any business or effected any transactions with any Person: (i) located in a Restricted Nation; (ii) that is owned, controlled by or acting on behalf of an individual, business or organization in a Restricted Nation; (iii) that is a government of a Restricted Nation; (iv) that is owned, controlled by or acting on behalf of a government of a Restricted Nation; or (v) that is on OFAC’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Bureau of Industry and Security’s or the Department of State’s Directorate of Defense Trade Controls’ lists of denied persons, as each may be amended from time to time.