Common use of Litigation and Compliance Clause in Contracts

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23, threatened: (i) against or affecting VCP23 or with respect to or affecting any asset or property owned, leased or used by VCP23; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation or any action taken or to be taken pursuant to this Agreement, or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation . (b) VCP23 has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23. (c) Neither VCP23, nor any asset of VCP23 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 or which is reasonably likely to prevent VCP23 from performing its obligations under this Agreement. (d) VCP23 has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23Vireo, threatened: (i) against or affecting VCP23 Vireo or with respect to or affecting any asset or property owned, leased or used by VCP23Vireo; or (ii) which question or challenge the validity of this Agreement, or the Amalgamation Business Combination or any action taken or to be taken pursuant to this Agreement, or the AmalgamationBusiness Combination; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 Vireo nor is VCP23 Vireo aware of any basis for any such action, suit, claim, proceeding or investigation investigation. (b) VCP23 Other than in respect of laws of the United States Federal government relating to cannabis and its derivatives, Vireo has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23Vireo. (c) Neither VCP23Vireo, nor any asset of VCP23 Vireo is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 Vireo or which is reasonably likely to prevent VCP23 Vireo from performing its obligations under this Agreement. (d) VCP23 Vireo has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23Vireo.

Litigation and Compliance. (a) There are no actions, suits, claims proceedings or proceedings, whether in equity or at law or, any Governmental investigations pending or, to the knowledge of VCP23HB2, threatened: (i) against or affecting VCP23 HB2 or Blocker or with respect to or affecting any asset or property owned, leased or used by VCP23HB2 or Blocker; or (ii) which question or challenge the validity of this Agreement, the Business Combination or the Amalgamation or any action taken or to be taken pursuant to this Agreement, the Business Combination or the Amalgamation; , except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware of any basis for any such action, suit, claim, proceeding or investigation HB2. (b) VCP23 Except as otherwise disclosed to Red Pine, each of HB2 and Blocker has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23HB2. (c) Neither VCP23HB2, nor any asset of VCP23 HB2 is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 HB2 or which is reasonably likely to prevent VCP23 HB2 from performing its obligations under this Agreement. (d) VCP23 HB2 has duly filed or made all reports and returns required to be filed by it with any Government Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not reasonably have a Material Adverse Effect on VCP23HB2.

Litigation and Compliance. (a) There are no actions, suits, claims suits or proceedings, whether at Law or in equity equity, by any Person nor any arbitration, administrative or at law orother proceeding by or before (or to the knowledge of the Purchaser, any investigation by) any Governmental investigations pending Authority pending, or, to the knowledge of VCP23the Purchaser, threatened: (i) threatened against or adversely affecting VCP23 the Purchaser or with respect to any of its assets or affecting any asset or property owned, leased or used by VCP23; or (ii) which that question or challenge the validity of this Agreement, Agreement or the Amalgamation or any action taken or to be taken pursuant to this AgreementBusiness Combination, or and the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 aware Purchaser knows of any no valid basis for any such action, suit, claimproceeding, proceeding arbitration or investigation by or against the Purchaser. The Purchaser is not subject to any judgment, Order or decree entered in any lawsuit or proceeding nor has the Purchaser settled any Claim prior to being prosecuted in respect of it. The Purchaser is not the plaintiff or complainant in any action, suit or proceeding. (b) VCP23 The Purchaser has conducted and is conducting its business businesses in compliance with, and is not in default or violation under, and has have not received notice asserting the existence of any default or violation under, any Law applicable to its business or operations, except for non-compliance, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23Change. (c) Neither VCP23the Purchaser, nor any asset of VCP23 the Purchaser is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 Change or which is reasonably likely to prevent VCP23 the Purchaser from performing its obligations under this Agreement. (d) VCP23 The Purchaser has duly filed or made all reports and returns required to be filed by it with any Government Governmental Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmentalgovernmental, regulatory or otherwise) which are required in connection with its business and operations, except where the failure to do so has not had and would not have a Material Adverse Effect on VCP23Change.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law orlaw, or any Governmental investigations pending or, to the knowledge of VCP23Bayswater, threatened: (i) against or affecting VCP23 any Bayswater Group Member or with respect to or affecting any asset or property owned, leased or used by VCP23any Bayswater Group Member; or (ii) which question or challenge the validity of this Agreement, Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, Agreement or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 Bayswater aware of any basis for any such action, suit, claim, proceeding or investigation investigation. (b) VCP23 Each Bayswater Group Member has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of the Bayswater Group, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23the Bayswater Group. (c) Neither VCP23No Bayswater Group Member, nor any and no asset of VCP23 any Bayswater Group Member, is subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 the Bayswater Group or which is reasonably likely to prevent VCP23 Bayswater or Bayswater Subco from performing its respective obligations under this Agreement. (d) VCP23 Each Bayswater Group Member has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of the Bayswater Group, except where the failure to do so has not had and would will not have a Material Adverse Effect on VCP23the Bayswater Group.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at law orlaw, or any Governmental investigations pending or, to the knowledge of VCP23, or threatened: (i) against or affecting VCP23 Xxxxxxxx or with respect to or affecting any asset or property owned, leased or used by VCP23Xxxxxxxx; or (ii) which question or challenge the validity of this Agreement, Agreement or the Amalgamation or any action taken or to be taken pursuant to this Agreement, Agreement or the Amalgamation; except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on VCP23 nor is VCP23 Xxxxxxxx aware of any basis for any such action, suit, claim, proceeding or investigation investigation. (b) VCP23 Xxxxxxxx has conducted and is conducting its business in compliance with, and is not in default or violation under, and has not received notice asserting the existence of any default or violation under, any Law applicable to its business the businesses or operationsoperations of Xxxxxxxx, except for non-compliance, defaults defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on VCP23Xxxxxxxx. (c) Neither VCP23, Xxxxxxxx nor any asset assets of VCP23 is Xxxxxxxx are subject to any judgment, order or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on VCP23 Xxxxxxxx or which is reasonably likely to prevent VCP23 Xxxxxxxx from performing its obligations under this Agreement. (d) VCP23 Xxxxxxxx has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether Governmental, regulatory or otherwise) which are required in connection with its the business and operationsoperations of Xxxxxxxx, except where the failure to do so has not had and would will not have a Material Adverse Effect on VCP23Xxxxxxxx.