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 Darien, threatened: (i) against or affecting any Darien Group Member or with respect to or affecting any asset or property owned, leased or used by any Darien Group Member; 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; nor is Darien aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Each Darien 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 the businesses or operations of the Darien Group, except for non-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien Group. (c) No Darien Group Member, and no asset of any Darien 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 the Darien Group or which is reasonably likely to prevent Darien, B.C. Subco or US Subco from performing its respective obligations under this Agreement. (d) Each Darien 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 the business and operations of the Darien Group, except where the failure to do so has not had and will not have a Material Adverse Effect on the Darien Group.

Litigation and Compliance. (a) There Other than as disclosed in writing to Schyan, there are no actions, suits, claims or proceedings, whether in equity or at lawLaw or, or any Governmental Government investigations pending or, to the knowledge Knowledge of Darienthe Company, threatened: (i) against or affecting any Darien Group Member the Company or with respect to or affecting any asset or property owned, leased or used by any Darien Group Memberthe Company; or (ii) which question or challenge the validity of this Agreement Agreement, or the Amalgamation Merger or the Business Combination, or any action taken or to be taken pursuant to this Agreement Agreement, the Merger or the AmalgamationBusiness Combination; nor except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no fact or circumstance exists that is Darien aware of any reasonably certain to form the basis for any such action, suit, claim, proceeding or investigationinvestigation described in immediately preceding clauses (i) or (ii). (b) Each Darien Group Member has conducted and Except as otherwise provided in Section 4.15(b), the Company is conducting its business in compliance with, and is not in default or violation under, and has not received written notice asserting the existence of any default or violation under, any Law applicable to the businesses its business or operations of the Darien Groupoperations, except for non-compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien GroupCompany. (c) No Darien Group MemberNeither the Company, and no nor any asset of any Darien Group Member, the Company 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 the Darien Group Company or which is reasonably likely to prevent Darien, B.C. Subco or US Subco the Company from materially performing its respective obligations under this Agreement. (d) Each Darien Group Member Since January 1, 2016, (i) the Company has duly filed or made all reports and returns required to be filed by it with any Government Authority and (ii) has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether GovernmentalGovernment, regulatory or otherwise) which are required in connection with the its business and operations of the Darien Groupas currently conducted, except where the failure to do so has not had and will would not have a Material Adverse Effect on the Darien GroupCompany.

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 DarienAcreage, threatened: (i) against or affecting any Darien Group Member Acreage or with respect to or affecting any asset or property owned, leased or used by any Darien Group MemberAcreage; 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; nor is Darien aware of any basis ; (iii) except for any such actionactions, suitsuits, claimclaims or proceedings which would not, proceeding or investigationin the aggregate, have a Material Adverse Effect on Acreage. (b) Each Darien Group Member Except as provided in Section 10.4 of this Agreement, Acreage 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 the businesses its business or operations of the Darien Groupoperations, except for non-compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien GroupAcreage. (c) No Darien Group MemberNeither Acreage, and no nor any asset of any Darien Group Member, Acreage 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 the Darien Group Acreage or which is reasonably likely to prevent Darien, B.C. Subco or US Subco Acreage from performing its respective obligations under this Agreement. (d) Each Darien Group Member Acreage 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 the its business and operations of the Darien Groupoperations, except where the failure to do so has not had and will would not reasonably have a Material Adverse Effect on the Darien GroupAcreage.

Litigation and Compliance. (a) There Other than as set forth on Schedule 4.3, there are no actions, suits, claims or proceedings, whether in equity or at law, or any Governmental investigations pending Law or, to the knowledge Knowledge of Darienthe Company, any Government investigations pending or threatened: (i) against or affecting any Darien Group Member the Company or with respect to or affecting any asset or property owned, leased or used by any Darien Group Memberthe Company; or (ii) which question or challenge the validity of this Agreement Agreement, or the Amalgamation Merger or the Business Combination, or any action taken or to be taken pursuant to this Agreement Agreement, the Merger or the AmalgamationBusiness Combination; nor except for actions, suits, claims or proceedings which would not, in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no fact or circumstance exists that is Darien aware of any reasonably certain to form the basis for any such action, suit, claim, proceeding or investigationinvestigation described in immediately preceding clauses (i) or (ii). (b) Each Darien Group Member has conducted and the Company is conducting its business in compliance with, and is not in default or violation under, and has not received written notice asserting the existence of any default or violation under, any Law applicable to the businesses its business or operations of the Darien Groupoperations, except for non-compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien GroupCompany. (c) No Darien Group MemberNeither the Company, and no nor any asset of any Darien Group Member, the Company 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 the Darien Group Company or which is reasonably likely to prevent Darien, B.C. Subco or US Subco the Company from materially performing its respective obligations under this Agreement. (d) Each Darien Group Member In the last two (2) years, (i) the Company has duly filed or made all reports and returns required to be filed by it with any Government Authority and (ii) has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether GovernmentalGovernment, regulatory or otherwise) which are required in connection with the its business and operations of the Darien Groupas currently conducted, except where the failure to do so has not had and will would not have a Material Adverse Effect on the Darien GroupCompany.

Litigation and Compliance. (a) There are no actions, suits, claims or proceedings, whether in equity or at lawLaw or, or any Governmental Government investigations pending or, to the knowledge of DarienXxxxxxx, threatened: (i) against or affecting any Darien Group Member Xxxxxxx or with respect to or affecting any asset or property owned, leased or used by any Darien Group MemberXxxxxxx; or (ii) which question or challenge the validity of this Agreement Agreement, or the Amalgamation Merger or the Business Combination, or any action taken or to be taken pursuant to this Agreement Agreement, the Merger or the AmalgamationBusiness Combination; nor is Darien Xxxxxxx aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Each Darien Group Member Xxxxxxx 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 the businesses its business or operations of the Darien Groupoperations, except for non-non- compliance, defaults, defaults and violations which would not, in the aggregate, have a Material Adverse Effect on the Darien GroupXxxxxxx. (c) No Darien Group MemberNeither Xxxxxxx, and no nor any asset of any Darien Group Member, Xxxxxxx 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 the Darien Group Xxxxxxx or which is reasonably likely to prevent Darien, B.C. Subco or US Subco Xxxxxxx from performing its respective obligations under this Agreement. (d) Each Darien Group Member Xxxxxxx has duly filed or made all reports and returns required to be filed by it with any Government Authority and has obtained all permits, licenses, consents, approvals, certificates, registrations and authorizations (whether GovernmentalGovernment, regulatory or otherwise) which are required in connection with the its business and operations of the Darien Groupoperations, except where the failure to do so has not had and will would not have a Material Adverse Effect on Xxxxxxx. (e) Xxxxxxx is not in default of any requirement of, and has not been issued any order preventing or suspending trading of any securities under, the Darien GroupU.S. Securities Act and any applicable state securities Laws.