Common use of Litigation and Compliance Clause in Contracts

Litigation and Compliance. (a) Except as to the matters described in Section 2.06(a) of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding: (i) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened against any Amax Group Member or with respect to any asset or property owned, leased or used by any Amax Group Member; and (ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or any action taken or to be taken pursuant to this Agreement. (b) Each Amax Group Member is 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 Amax Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law), except for noncompliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on Amax. (c) Except as described in Section 2.06(c) of the Amax Disclosure Letter, no Amax Group Member, or material assets of any Amax 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 Amax or which is reasonably likely to prevent Amax from performing its obligations under this Agreement. (d) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax Group Member has duly filed all reports and returns required to be filed by it with any Government and obtained all Governmental permits and licenses and other Governmental consents which are required in connection with the business and operations of the Amax Group, except for such reports, returns, permits, licenses and consents which if not obtained or made would not have a Material Adverse Effect on Amax.

Litigation and Compliance. (a) Except as to the matters described in Section 2.06(a) of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding: (i) as of the date of this Agreement, there ‎There are no actions, suits, claims or proceedings, whether in equity or at law or, any ‎Governmental investigations pending or, to the knowledge of AmaxLimitless‎‎, any Governmental investigations pending threatened:‎ (i) against or threatened against any Amax Group Member affecting Limitless‎‎ or with respect to or affecting any asset or property owned, leased ‎leased or used by any Amax Group MemberLimitless‎‎; andor (ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement Agreement, or the Business ‎Combination or any action taken or to be taken pursuant to this Agreement., ‎or the Business Combination;‎ except for actions, suits, claims or proceedings which would not, in the aggregate, ‎have a Material Adverse Effect on Limitless‎‎ nor is Limitless‎‎ aware of any basis for any ‎such action, suit, claim, proceeding or investigation.‎ (b) Each Amax Group Member Other than in respect of laws of the United States Federal government relating to ‎cannabis and its derivatives, Limitless‎‎ has conducted and is conducting its business in compliance ‎compliance with, and is not in default or violation under, and has not received notice asserting ‎asserting the existence of any default or violation under, any Law applicable to the businesses its ‎business or operations of the Amax Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law)operations, except for noncompliancenon-compliance, defaults, defaults and violations which would ‎would not, in the aggregate, have a Material Adverse Effect on Amax.Limitless‎‎.‎ (c) Except as described in Section 2.06(c) ‎Neither Limitless‎‎, nor any asset of the Amax Disclosure Letter, no Amax Group Member, or material assets of any Amax Group Member, Limitless‎‎ is subject to any judgment, order or decree entered ‎entered in any lawsuit or proceeding which has had, or which is reasonably likely to have‎have, a Material Adverse Effect on Amax Limitless‎‎ or which is reasonably likely to prevent Amax ‎Limitless‎‎ from performing its obligations under this Agreement.Agreement.‎ (d) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax Group Member ‎Limitless‎‎ has duly filed or made all reports and returns required to be filed by it with any ‎any Government and has obtained all Governmental permits permits, licenses, consents, approvals, ‎certificates, registrations and licenses and other Governmental consents authorizations (whether Governmental, regulatory or ‎otherwise) which are required in connection with the its business and operations of the Amax Groupoperations, except for such reports, returns, permits, licenses where the failure ‎to do so has not had and consents which if not obtained or made would not have a Material Adverse Effect on Amax.Limitless‎‎.‎

Litigation and Compliance. (a) Except as to the matters described in Section 2.06(a) of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding: (i) as of the date of this Agreement, there There are no actions, suits, claims or proceedings, whether in equity or at law law, or any Governmental investigations pending or, to the knowledge of AmaxBayswater, threatened: (i) against or affecting any Governmental investigations pending or threatened against any Amax Bayswater Group Member or with respect to or affecting any asset or property owned, leased or used by any Amax Bayswater Group Member; andor (ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this AgreementAgreement or the Amalgamation; nor is Xxxxxxxxx aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Each Amax 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 the businesses or operations of the Amax Bayswater Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law), except for noncompliancenon-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on Amaxthe Bayswater Group. (c) Except as described in Section 2.06(c) of the Amax Disclosure Letter, no Amax No Bayswater Group Member, or material assets and no asset of any Amax 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 Amax the Bayswater Group or which is reasonably likely to prevent Amax Bayswater or Bayswater Subco from performing its respective obligations under this Agreement. (d) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax 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 Governmental permits permits, licenses, consents, approvals, certificates, registrations and licenses and other Governmental consents authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of the Amax Bayswater Group, except for such reports, returns, permits, licenses where the failure to do so has not had and consents which if not obtained or made would will not have a Material Adverse Effect on Amaxthe Bayswater Group.

Litigation and Compliance. (a) Except as to the matters described in Section 2.06(a) of the Amax Disclosure Letter Exhibit 2.7(a), and except for actions, suits, claims claims, and proceedings which are where the damages asserted by the plaintiff in such actions, suits, claims, or proceedings (together with the damages claimed in the matters described in Exhibit 2.7(a)) would not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be actually available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any for such actionactions, suitsuits, claimclaims, or proceedingand proceedings: (i1) as of the date of this Agreement, there are no actions, suits, claims claims, or proceedings, whether in equity or at law law, or Governmental investigations pending or, to the knowledge of AmaxUSMX, any Governmental investigations pending or threatened against any Amax USMX Group Member or with respect to any asset or property owned, leased leased, or used by any Amax USMX Group Member; and (ii2) as of the date of this Agreement, there are no actions, suits, claims claims, or proceedings, whether in equity or at law law, or Governmental investigations pending or, to the knowledge of AmaxUSMX, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or any action taken or to be taken pursuant to this Agreement. (b) Each Amax USMX Group Member is 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 Amax USMX Group, including without limitation all safety and health Laws relating to occupational health or safety (but excluding any Environmental Law), except for noncompliancenoncompliances, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on AmaxEffect, and no USMX Group Member has received any notice of the same. (c) Except as described in Section 2.06(c) of the Amax Disclosure LetterExhibit 2.7(c), no Amax USMX Group Member, or no material assets of any Amax USMX Group Member, is nor the Transactions are subject to any judgment, order order, or decree entered in any lawsuit or proceeding which has had, or which is reasonably likely to have, a Material Adverse Effect on Amax or which is reasonably likely to would prevent Amax USMX from performing its obligations under this Agreement. Each USMX Group Member subject to any such judgment, order, or decree is in compliance in all material respects with, and is not in default or violation in any material respect under, any such judgment, order, or decree. (d) Except as described in Section 2.06(d) of the Amax Disclosure LetterExhibit 2.7(d), and except as may be required under any Environmental Law, each Amax USMX Group Member has duly filed all reports and returns required to be filed by it with any Government and obtained all Governmental permits and licenses and other Governmental consents which are required in connection with the business businesses and operations of the Amax USMX Group, except for such reports, returns, permits, licenses and consents the failure of which if not obtained or made would not have a Material Adverse Effect Effect. All of such material permits, licenses, and consents are in full force and effect, and to the knowledge of USMX, no proceedings for the suspension or cancellation of any of them are pending or threatened. (e) Neither USMX nor, to the knowledge of USMX, any other USMX Group Member, either on Amaxits own behalf or on behalf of any of its respective officers, agents, consultants, or employees, has (1) made or agreed to make any contributions, payments, or gifts of their funds or property to any Governmental official, employee, or agent where the payment of such contribution, payment, or gift was illegal under any applicable Law; (2) established or maintained any unrecorded fund or asset for any such purpose, or made any intentional false or artificial entry on any of its books or records in connection with any such activity; or (3) made or agreed to make any contribution, or reimbursed any political gift or contribution made by any other person, to candidates for public office, whether federal, state, local, or foreign, where such contribution was a violation of applicable Law by any USMX Group Member.

Litigation and Compliance. ‌ (a) Except as to To the matters described in Section 2.06(a) best of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding: (i) as of the date of this Agreement, Leo’s knowledge there are no actions, suits, claims or proceedings, whether in equity or at law orlaw, to the knowledge of Amax, or any Governmental investigations pending or threatened threatened: (i) against any Amax Group Member or affecting Xxx or with respect to or affecting any asset or property owned, leased or used by any Amax Group MemberXxx; andor (ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this AgreementAgreement or the Amalgamation; nor is Xxx aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Each Amax Group Member There is not outstanding against Xxx, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Xxx 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 Amax Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law)Xxx, except for noncompliancenon-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on AmaxXxx. (cd) Except as described in Section 2.06(c) of the Amax Disclosure Letter, no Amax Group Member, or material Neither Xxx nor any assets of any Amax Group Member, is Xxx 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 Amax Xxx or which is reasonably likely to prevent Amax Xxx from performing its obligations under this Agreement. (de) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax Group Member Xxx has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all Governmental permits permits, licenses, consents, approvals, certificates, registrations and licenses and other Governmental consents authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of the Amax GroupXxx, except for such reports, returns, permits, licenses where the failure to do so has not had and consents which if not obtained or made would will not have a Material Adverse Effect on AmaxXxx.

Litigation and Compliance. (a) Except as to To the matters described in Section 2.06(a) best of the Amax Disclosure Letter and except for actions, suits, claims and proceedings which are not reasonably likely to have a Material Adverse Effect on Amax or where insurance proceeds will be available to pay in full (subject to any applicable deductible) any damages awarded as a consequence of any such action, suit, claim, or proceeding: (i) as of the date of this Agreement, Xxx’s knowledge there are no actions, suits, claims or proceedings, whether in equity or at law orlaw, to the knowledge of Amax, or any Governmental investigations pending or threatened threatened: (i) against any Amax Group Member or affecting Xxx or with respect to or affecting any asset or property owned, leased or used by any Amax Group MemberXxx; andor (ii) as of the date of this Agreement, there are no actions, suits, claims or proceedings, whether in equity or at law or, to the knowledge of Amax, any Governmental investigations pending or threatened which question or challenge the validity of this Agreement or the Amalgamation or any action taken or to be taken pursuant to this AgreementAgreement or the Amalgamation; nor is Xxx aware of any basis for any such action, suit, claim, proceeding or investigation. (b) Each Amax Group Member There is not outstanding against Xxx, any judgment, decree, injunction, rule, order or award of any court, Governmental entity, commission, board, bureau, agency, or arbitrator. (c) Xxx 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 Amax Group, including without limitation all Laws relating to occupational health or safety (but excluding any Environmental Law)Xxx, except for noncompliancenon-compliance, defaults, and violations which would not, in the aggregate, have a Material Adverse Effect on AmaxXxx. (cd) Except as described in Section 2.06(c) of the Amax Disclosure Letter, no Amax Group Member, or material Neither Xxx nor any assets of any Amax Group Member, is Xxx 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 Amax Xxx or which is reasonably likely to prevent Amax Xxx from performing its obligations under this Agreement. (de) Except as described in Section 2.06(d) of the Amax Disclosure Letter, and except as may be required under any Environmental Law, each Amax Group Member Xxx has duly filed or made all reports and returns required to be filed by it with any Government and has obtained all Governmental permits permits, licenses, consents, approvals, certificates, registrations and licenses and other Governmental consents authorizations (whether Governmental, regulatory or otherwise) which are required in connection with the business and operations of the Amax GroupXxx, except for such reports, returns, permits, licenses where the failure to do so has not had and consents which if not obtained or made would will not have a Material Adverse Effect on AmaxXxx.