Financial Condition; Financial Statements. The consolidated financial statements and schedules, if any, of Holdings and its Subsidiaries, and the related notes thereto, included or incorporated by reference in the Preliminary Offering Memorandum present fairly in all material respects the financial position of Holdings and the Borrower as of the respective dates of such financial statements and schedules, and the results of operations and cash flows of Holdings and its Subsidiaries for the respective periods covered thereby; such statements, schedules and related notes have been prepared in accordance with generally accepted accounting principles in the United States applied on a consistent basis as certified by the independent public accountants named therein; no other consolidated financial statements or schedules, if any, of Holdings and its Subsidiaries are required to be included or incorporated by reference in the Preliminary Offering Memorandum; and the summary historical financial data included in the Preliminary Offering Memorandum under the caption “Summary—Summary Financial Data—Summary Historical and Pro Forma Financial Data of SunOpta” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” present fairly in all material respects the information set forth therein.

Condition of Substitute Premises. Tenant shall accept the Substitute Premises in its currently existing “as-is” condition and, except for the construction of the Landlord Work as expressly provided in the Tenant Work Letter, Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Substitute Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Substitute Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant’s business, except as specifically set forth in this Amendment and the Tenant Work Letter. For purposes of Section 1938 of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project, Building and Premises have not undergone inspection by a Certified Access Specialist (CASp).

Condition of the Demised Premises. ​ hereby acknowledges and agrees that # all work and installations heretofore required to be performed or made by Landlord under the Original Lease have been fully performed or made prior to the date hereof; # ​ has inspected the Original Premises and agrees to accept same in its “as is” condition as of the date hereof; # ​ has inspected the 5,003 Expansion Premises and agrees to accept same in its “as is” condition as of the date hereof and Landlord shall not be required to perform any work, make any installations or incur any expense in or with respect to the Original Premises (or any portion thereof) in order to prepare same for continued occupancy by ​ or in or with respect to the 5,003 Expansion Premises (or any portion thereof) in order to prepare same for occupancy by ​ except that Landlord will perform the work and make the installations, at Landlord’s sole cost and expense, and in accordance with the requirements of the Lease (including this Agreement), as set forth on the Floor Plan annexed hereto as [Exhibit A], which work is sometimes hereinafter referred to as the “5,003 Expansion Work”. In connection with the performance of the 5,003 Expansion Work, ​ shall provide Landlord and its contractors with access to the Demised Premises, to the extent necessary, in order to perform the 5,003 Expansion Work. ​ acknowledges and agrees that there shall be no liability to Landlord, and no abatement of the obligations and liabilities of ​ under the Lease, on account of any inconvenience or interference that may result from Landlord’s performance of the 5,003 Expansion Work except to the extent the same arise from or in connection with the gross negligence or willful misconduct of Landlord or its employees, contractors, agents or representatives. To the extent necessary, ​ shall be responsible for moving the furniture and equipment in the Original Premises (at ​'s sole cost and expense) in order to permit Landlord to perform the 5,003 Expansion Work. Landlord shall use commercially reasonable efforts to minimize interference with or disruption of ​’s use of the balance of the Demised Premises while performing the 5,003 Expansion Work.

Notice of Good Reason Condition. In order to be considered a resignation for Good Reason for purposes of this Agreement, the Executive must provide the Company with written notice and description of the existence of the Good Reason condition within 60 days of the initial discovery by the Executive of the existence of said Good Reason condition and the Company shall have 30 business days to cure such Good Reason condition.

Title to Assets; Sufficiency; Condition. Except as disclosed in [Schedule 4.01(e)], Seller owns and as of the Closing Date shall convey good and marketable title to all the Transferred Assets, which as of the Closing Date will be free and clear of any mortgages, liens, pledges, security interests, charges, and all other encumbrances. The Transferred Assets constitute all of the assets, tangible and intangible, of any nature whatsoever, necessary to carry on the Wound Care Business in the Bio Lab. The Facilities constitute the only locations operated by the Lab. Use of the Facilities for which they are presently being used is permitted as of right under all applicable zoning legal requirements. All improvements comply with all applicable laws and ordinances, including those pertaining to zoning, building and the disabled, are in good repair and in good condition, ordinary wear and tear excepted, and are free from latent and patent defects. Each item of personal property included in the Transferred Assets is in good repair and good operating condition, ordinary wear and tear excepted, is suitable for immediate use in the ordinary course of business and is free from latent and patent defects. No item of personal property included in the Transferred Assets is in need of repair or replacement other than as part of routine maintenance in the ordinary course of business. The licenses for all software utilized by the Bio Lab are valid and in full force and effect.

At Closing, Seller shall cause title to the Property (other than the Personalty) to be fee simple and: # good and marketable, in accordance with the terms hereof, subject to the Leases; and # insurable as such, at regular rates, by Title Company. Title to the Personalty shall be conveyed in AS IS condition, and said Personalty shall be free and clear of all liens, leases, security interests and other encumbrances.

Condition and Sufficiency of Assets. The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, or adequate rights to use, all buildings, machinery, equipment, and other tangible assets which are necessary for the conduct of its or their business as currently conducted and are shown on the Interim Financial Statement or acquired after the Most Recent Balance Sheet Date (the “Assets”). The Assets are free and clear of all Liens, except for Permitted Liens, except for Assets disposed of in the ordinary course of business since the Most Recent Balance Sheet Date and except in the case of any non-owned Asset, for Liens contained in the Company Contract to use such Asset. Each Asset has been maintained in the ordinary course of business, is in good operating condition, subject to normal wear and tear, and is suitable for the purposes for which it is currently used.

Tenant acknowledges and agrees that it has inspected the Additional Space, is fully familiar with the physical condition thereof and the Building and agrees to accept possession of the Additional Space in its “as-is” condition as of the A.S. Commencement Date, and Landlord shall have no obligation to do any work in or to the Additional Space in order to make it suitable and ready for occupancy and use by Tenant.

“Material Adverse Change” means an adverse change of a material nature in # the financial condition or business condition of any Borrower, any Principal or any Guarantor, # the ability of any Borrower, any Principal or any Guarantor to perform its obligations under the Loan Documents or # the value, financial condition or physical condition of any Property or the Properties as a whole.

Indemnification by the Borrower. The Borrower shall indemnify the Administrative Agent and each Lender, within 10 days after written demand therefor, for the full amount of any Indemnified Taxes (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this [Section 2.12(e)(iv)]) payable or paid by the Administrative Agent or such Lender, as the case may be, or required to be withheld or deducted from a payment to such recipient, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed or asserted by the relevant