Legal Compliance; Permits. (a) To the actual knowledge of such Seller, the Company is in compliance in all material respects with all applicable laws and Permits. No proceeding is pending, nor since February 28, 2021, has been filed or commenced, against the Company alleging any failure to comply with any applicable law or Permit. To the actual knowledge of such Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of any law or Permit other than as would not reasonably be expected to be material to the Company. The Company has not received any written notice or other communication from any person regarding any actual, alleged or potential violation by the Company of any law or Permit or any cancellation, termination or failure to renew any Permit held by the Company. (b) The Sellers have provided to Buyer a complete and accurate list of each Permit (the “Permit List”) held by the Company or that otherwise relates to the business or any asset owned or leased by the Company and states whether each such Permit is transferable. Each Permit listed or required to be listed on the Permit List is valid and in full force and effect. Each Permit listed or required to be listed on the Permit List is renewable for no more than a nominal fee and, to such Seller’s knowledge, there is no reason why such Permit will not be renewed. The Permits listed on the Permit List constitute all of the Permits necessary to allow the Company to lawfully conduct and operate its business as currently conducted and operated and to own and use its assets as currently owned and used. For purposes of this Agreement, “Permit” means any permit, license or consent issued by any governmental body or pursuant to any law.
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Samples: Merger Agreement (Humbl, Inc.), Merger Agreement (Humbl, Inc.)
Legal Compliance; Permits. (ai) To NRM, the actual knowledge Companies, and their respective predecessors and Affiliates have complied and are currently in substantial compliance with all Applicable Laws and Permits, and to the Knowledge of such Seller, the Company is in compliance in all material respects with all applicable laws NRM, and Permits. No proceeding is pendingeach Company, nor since February 28, 2021, no Claim has been filed or commenced, commenced against the Company any of them alleging any failure so to comply with any applicable law or Permit. To the actual knowledge of such Seller, no event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of any law or Permit other than as would not reasonably be expected to be material to the Company. The Company has not received any written notice or other communication from any person regarding any actual, alleged or potential violation by the Company of any law or Permit or any cancellation, termination or failure to renew any Permit held by the Companycomply.
(bii) The Sellers NRM and each Company holds in good standing all Permits required for the lawful conduct of their respective businesses within the Commonwealth of Massachusetts and corresponding local jurisdictions, as presently conducted, or necessary for the lawful ownership and/or lease of their properties and assets or the operation of their businesses as presently conducted. No notices have provided been received by Seller, NRM or either Company alleging the failure to Buyer a complete and accurate list of each hold any Permit (the “Permit List”) from any Governmental Authority. No violations have been experienced, noted or recorded against Seller, NRM or either Company or any Permits held by the any of NRM or either Company. All Permits held by NRM and each Company or that otherwise relates to the business or any asset owned or leased by the Company and states whether each such Permit is transferable. Each Permit listed or required to be listed on the Permit List is valid and are in full force and effect. Each NRM and each Company is in compliance with all terms and conditions of all its respective Permits and is not subject to any current, pending or Claim with respect to any Permits (including, without limitation, those threatening to revoke or limit any of the Permits held by NRM or either Company) and neither Seller, NRM nor either Company has any Knowledge of any valid basis for any of the foregoing. Any application for the renewal or extension of any Permit listed which is due prior to the Closing Date shall be timely made or required filed by Seller, NRM and/or the applicable Company, as necessary, at Seller’s NRM’s and/or the applicable Company’s sole expense, with Xxxxx’s assistance, prior to the Closing Date.
(iii) Schedule 5(m)(iii) of the Disclosure Schedule identifies all Permits held by NRM or either Company and which is currently in effect, and specifies the Person that holds each Permit. Buyer has been supplied with a correct and complete copy of each Permit issued to NRM or either Company and which is currently in effect.
(iv) Seller, NRM and each Company have duly and timely filed and complied with all Applicable Laws relating to reports, certifications, declarations, individuals and/or entities with direct or indirect control (as those terms are defined in and by the Massachusetts Cannabis Laws) disclosures, statements, information or other filings submitted or to be listed on the Permit List is renewable for no more than a nominal fee submitted to any Governmental Authority, and all such submissions or filings were true and complete when submitted or filed and, to such Seller’s knowledgethe extent required by an Applicable Laws, there is no reason why such Permit will not be renewed. The Permits listed have been updated properly and completely.
(v) Neither NRM, either Company nor any Representative or other Person acting or purporting to act on the Permit List constitute all behalf of the Permits necessary NRM or either Company has directly or indirectly: (A) given or agreed to allow the Company give any bribe, kickback, political contribution or other illegal payment from corporate funds, (B) used any of its funds for any unlawful contribution, gift, entertainment or other unlawful expense relating to lawfully conduct and operate its business as currently conducted and operated and to own and use its assets as currently owned and used. For purposes of this Agreement, “Permit” means political activity; (C) made any permit, license direct or consent issued by any governmental body or pursuant indirect unlawful payment to any lawdomestic government official or employee from its funds; (D) established or maintained any unrecorded fund or asset, (E) concealed or mischaracterized an illegal or unauthorized payment or receipt, (F) knowingly made a false entry in the business records or (G) committed or participated in any act which is illegal or could subject NRM, either Company, Buyer or any of Buyer’s Affiliates (including without limitation Parent) to fines, penalties or other sanctions.
Appears in 2 contracts
Samples: Merger and Membership Interest Purchase Agreement, Merger and Membership Interests Purchase Agreement
Legal Compliance; Permits. (a) To the actual knowledge of such SellerThe Company is, the Company is and since January 1, 2020, has been, in compliance in all material respects with all applicable laws and Permits. No proceeding is pending, nor since February 28January 1, 20212020, has been filed or commenced, against the Company alleging any failure to comply with any applicable law or Permit. To the actual knowledge of such Seller, no No event has occurred or circumstance exists that (with or without notice or lapse of time) may constitute or result in a violation by the Company of any law or Permit other than as would not reasonably be expected to be material to the CompanyPermit. The Company has not received any written notice or other communication from any person regarding any actual, alleged or potential violation by the Company of any law or Permit or any cancellation, termination or failure to renew any Permit held by the Company.
(b) The Sellers have Seller has provided to Buyer a complete and accurate list of each Permit (the “Permit List”) held by the Company or that otherwise relates to the business or any asset owned or leased by the Company and states whether each such Permit is transferable. Each Permit listed or required to be listed on the Permit List is valid and in full force and effect. Each Permit listed or required to be listed on the Permit List is renewable for no more than a nominal fee and, to such the Seller’s knowledge, there is no reason why such Permit will not be renewed. The Permits listed on the Permit List constitute all of the Permits necessary to allow the Company to lawfully conduct and operate its business as currently conducted and operated and to own and use its assets as currently owned and used. For purposes of this Agreement, “Permit” means any permit, license or consent Consent issued by any governmental body or pursuant to any law.
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