Termination of Business. A Borrower ceases any material portion of its business operations as presently conducted.

Business Employee List. With respect to non-U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at each of # a reasonable time prior to the Closing Date and # with respect to each Deferred Jurisdiction, at least twenty (20) days prior to the anticipated applicable Local Closing Date and, with respect to U.S. Business Employees, the Seller shall deliver to the Purchaser an update to the Business Employee List at a reasonable time prior to the expiration of the Employee Leasing Agreement. With respect to the updated Business Employee Lists to be delivered by the Seller, unless otherwise agreed upon by the Parties in writing, no modifications shall be made to such Business Employee Lists from the final list delivered by the Seller prior to the Closing Date, except to reflect Business Employees hired or terminated since the date of such list, in each case, subject to and consistent with the terms of the Purchase Agreement.

Conduct of Business. During the period from the date hereof to the Closing of the Acquisition contemplated herein: # [[Organization B:Organization]]’s business and the Company’s business will be carried on in accordance with all applicable laws, rules and regulations (the violation of which would have a material adverse effect on the other parties) and in a manner consistent with past customs and practices; and # [[Organization B:Organization]] and the Company agree to conduct their respective businesses in the ordinary course thereof.

Business Credit Card. [[Organization A:Organization]] may use availability hereunder up to the Credit Card Limit for issuance by [[Organization B:Organization]] of business credit cards for [[Organization A:Organization]]. The entire Credit Card Limit will be treated as an Advance for purposes of determining availability under the Credit Limit and shall decrease, on a dollar-for-dollar basis, the amount available for other Advances. All credit cards issued under the Credit Card Limit shall be subject to additional terms set forth in applicable credit card agreements. Upon the Maturity Date, the amount owing to [[Organization B:Organization]] on account of credit cards issued to [[Organization A:Organization]] shall be secured by unencumbered cash on terms acceptable to [[Organization B:Organization]] if the term of this Agreement is not extended by [[Organization B:Organization]].

From the date of this Agreement through the Closing Date, the Company shall conduct its business in the ordinary course consistent with the Company’s past practice and shall not engage in any extraordinary transaction without the Buyer’s prior written Consent. Without limiting the foregoing, the Company shall not, without the Buyer’s prior written consent,

Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.

Following the close of each fiscal year, the Compensation Committee (with respect to incentives based on total Company performance) and the PIP Steering Committee (with respect to incentives based on segment, business unit, region and/or country performance) will determine the final achievement level of the financial and strategic performance targets and will apply the formula established by the Compensation Committee or PIP Steering Committee, as applicable, to determine the final business modifiers for the applicable fiscal year.

General Business Expenses. Employee shall be reimbursed for reasonable, necessary, and authorized travel and other business expenses in connection with Employee’s duties for the Company, pursuant to and consistent with the Company’s policies and procedures, as may be modified from time to-time in the sole discretion of the Company. The Company shall reimburse Employee for such expenses upon presentation of an itemized account and appropriate supporting documentation in accordance with the Company’s policy and procedure.

Annual Business Plan. ​the Company shall prepare and submit to TerrAscend a proposed Business Plan for the next calendar year that contains the Mandatory Requirements. TerrAscend shall ​ approve each Business Plan at least 30 days prior to the commencement of the applicable calendar year in respect of which such Business Plan is to be adopted. ​ The Company shall conduct, and cause the Subsidiaries to conduct, their respective operations, incur expenses and purchase assets in accordance with the then applicable Approved Business Plan. ​.

Money Services Business. The Borrower is not, nor is required to be registered as, nor will it at any time during the term of this Agreement be, or be required to be registered as, a “Money Services Business” within the meaning of the FinCEN rules at 31 C.F.R. 1010.100(ff).