Licences and Compliance with Applicable Law. Schedule 2.1(18) lists all the Licences and identifies those that by their terms are not transferable. The Licences are the only licences, permits, approvals or evidences of authority of any Governmental Authority required for the operation of the Business and are held by the Vendor free and clear of any and all Liens. The Vendor is conducting the Business in accordance with all terms and conditions of the Licences and in compliance with Applicable Law. All the Licences are valid and are in full force and effect, the Vendor is not in violation of any term or provision or requirement of any Licence, and no Person has Threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any Licence. Except as disclosed in Schedule 2.1(21), no Regulatory Approval is required in connection with the transactions contemplated by this Agreement or in order to transfer to the Purchaser any Licence and to maintain all rights and benefits thereunder in full force and effect and in good standing after Closing.
Licences and Compliance with Applicable Law. There are no licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority required for the operation of the Business and the Vendor is conducting (and at the Closing the Merger Sub will be conducting) the Business in compliance with Applicable Law. No registrations or qualifications with, consent of, filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by any of the Vendor Parties in connection with the consummation of the transactions contemplated hereby (including, but not limited to, the transfer of the Purchased Tokens in the Pre-Closing Asset Transfer), except for such as have been obtained and remain in full force and effect. Assuming the accuracy of the representations and warranties of the Voyager Parties contained in Section 2.2 hereof, the offer, sale and transfer of the Purchased Tokens are exempt from the registration and prospectus delivery requirements of the U.S. Securities Act and have been registered or qualified (or are exempt from registration and qualification) under the registration, permit, or qualification requirements of all applicable United States’ state securities laws. All offers, sales and issuances of Tokens by the Vendor Parties prior to the Closing were exempt from the registration and prospectus delivery requirements of U.S. Securities Act and were registered or qualified (or were exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable United States’ state securities laws and applicable securities laws from other jurisdictions. All actions taken by the Vendor Parties to facilitate secondary trading in the Tokens were in compliance with United States federal and state securities laws and applicable securities laws from other jurisdictions.
Licences and Compliance with Applicable Law. Except as disclosed in Schedule 2.2(17), there are no licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority material to the operation of the Business, and the Corporation is conducting the Business in compliance with all Applicable Laws in respect of which non-compliance could be material to the operation of the Business. Except as disclosed in Schedule 2.2(17), no consent of, filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Vendor or the Corporation in connection with the consummation of the transactions contemplated hereby or to permit the Corporation to carry on the Business after the Closing as the Business is currently carried on by the Corporation in all material respects.
Licences and Compliance with Applicable Law. Except as disclosed in Schedule 2.1(13), there are no licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority required for the operation of the Business and the Vendor has conducted and is conducting the Business in compliance with Applicable Law and the licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority set out in Schedule 2.1(13).
Licences and Compliance with Applicable Law. There are no licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority required for the operation of the Business and Olimax is conducting the Business in compliance with Applicable Law.
Licences and Compliance with Applicable Law. (i) No Licences are required to maintain or continue the Business of the Target Corporation.
(ii) The Target Corporation is not subject to any obligation arising under an administrative or regulatory action, inspection, warning letter, notice of violation letter, or other written notice, response or commitment made to or with a Governmental Entity or any other regulatory authority, and, to the Knowledge of the Target Corporation and the Sellers, no such proceedings have been threatened.
(iii) Except for Ordinary Course inquiries by a Governmental Entity that are not material, no Governmental Entity is presently alleging or asserting, or, to the Knowledge of the Target Corporation and the Sellers, threatening to allege or assert, non-compliance with any applicable legal requirement or registration in respect of any of the Target Corporation’s conduct relating to the Business.
(iv) No report, document, record, filing or submission to a Governmental Entity or any other regulatory body, that was or is intended to be the basis for any approval of any Target Corporation’s conduct relating to the Business contains any material omission or false information.
(v) The Target Corporation is, and at all times has, operated its Business, held any and all Licences and conducted its affairs in compliance with applicable Law, except where any non-compliance would not result in a Material Adverse Change – Target.
Licences and Compliance with Applicable Law. The Company has obtained and is in compliance with all material Authorizations required by applicable Laws, necessary to conduct its current business as not being conducted.
Licences and Compliance with Applicable Law. (a) No licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority are required for the operation of the Business and the Corporation is conducting the Corporation Business in compliance with Applicable Law. No consent of, filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Vendors or the Corporation in connection with the consummation of the transactions contemplated hereby or to permit the Corporation to carry on the Corporation Business after the Closing as the Corporation Business is currently carried on by the Corporation.
(b) The Corporation: (i) is in material compliance with; (ii) has not received written notice of any alleged violation of; and (iii) to the knowledge of the Vendors, is (A) not under investigation with respect to; and (B) has not been threatened to be charged with any alleged violation of, in each case, any Applicable Law, including the ACMPR and any Applicable Laws relating in whole or in part to health and safety and/or Environmental Laws.
Licences and Compliance with Applicable Law. (a) The Purchaser and the Purchaser Subsidiaries hold all material licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority required for the operation of the Purchaser Business as conducted now, or proposed to be conducted, are all such licences, permits, authorizations, approvals or other evidences of authority of any Governmental Authority are in good standing in all material respects. The Purchaser is duly licensed, registered and qualified to be a producer and distributor of medical cannabis in Canada. Except as disclosed in Schedule 4.3(19), no Consent of, filing with, notice to, or waiver from any Governmental Authority is required to be obtained or made by the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, or to permit the Purchaser to carry on the Purchaser Business after the Closing as the Purchaser Business is currently carried on by the Purchaser, except where the failure to do so would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Change to the Purchaser.
(b) The Purchaser and each of the Purchaser Subsidiaries: (i) is in material compliance with; (ii) has not received written notice of any alleged violation of; and (iii) to the knowledge of the Purchaser, is (A) not under investigation with respect to; and (B) has not been threatened to be charged with any alleged violation of, in each case, any Applicable Law, including the ACMPR and any Applicable Laws relating in whole or in part to health and safety, the requirements of Health Canada and any other Governmental Authority applicable to the Purchaser Business, and/or Environmental Laws.
Licences and Compliance with Applicable Law. Schedule 3.1(21) lists all the Licences and identifies those that by their terms are not transferable. The Licences are the only licences, permits, approvals or evidences of authority of any Governmental Authority required for the operation of the Business and are held by the Vendor, as at the Execution Date, the Corporation, as at the Effective Date, and by XX Xxxxx, as at the Closing Date, free and clear of any and all Liens. As at the Execution Date, the Vendor is conducting (and will cause the Corporation and XX Xxxxx to, at all relevant times during the Interim Period, conduct) the Business in accordance with all terms and conditions of the Licences and in compliance with Applicable Law. All the Licences are valid and are in full force and effect. The Vendor is not (and at no time during the Interim Period will the Corporation or XX Xxxxx be) in violation of any term or provision or requirement of any Licence, and no Person has Threatened to revoke, amend or impose any condition in respect of, or commenced proceedings to revoke, amend or impose conditions in respect of, any Licence. Except as disclosed in Schedule 3.1(24), no Regulatory Approval is required in connection with the transactions contemplated by this Agreement or in order to maintain any Licence in full force and effect and in good standing after Closing.
