Enforceable Obligations. This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is a party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium, or similar law affecting creditors’ rights generally or general principles of equity.

Enforceable Obligations. This Agreement and each other Warehouse Document to which [[Organization B:Organization]] is or will become a party are or upon execution will be the legal, valid and binding obligations of [[Organization B:Organization]], are enforceable in accordance with their respective terms, except as limited by bankruptcy, insolvency or other Laws of general application relating to the enforcement of creditors’ rights.

Enforceable Obligations. This Fifth Amendment is a legal, valid and binding obligation of such Obligor enforceable in accordance with its terms, except as enforceability may be limited by any applicable Debtor Relief Laws or general principles of equity.

Each Credit Party has all necessary corporate or organizational power and authority and the legal right to make, deliver and perform the Credit Documents to which it is party and has taken all necessary limited liability company or corporate action to authorize the execution, delivery and performance by it of the Credit Documents to which it is party. No consent or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority is required in connection with the borrowings hereunder or with the execution, delivery or performance of any Credit Document by any Credit Party (other than those which have been obtained) or with the validity or enforceability of any Credit Document against any Credit Party. Each Credit Document to which it is a party has been duly executed and delivered on behalf of such Credit Party. Each Credit Document to which it is a party constitutes a legal, valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its terms, except as enforceability may be limited by applicable Debtor Relief Laws or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

Valid and Enforceable. All Product IP is valid, subsisting and enforceable. Without limiting the generality of the foregoing:

Obligations. During the Employment Term, Executive will devote Executive's full business efforts to the Company and will use good faith efforts to discharge Executive's obligations under this Agreement to the best of Executive's ability. For the duration of the Employment Term, Executive agrees not to serve as a director for any for-profit entity or organization or actively engage in any employment, occupation, or consulting activity, without the prior approval of the Board, in its sole discretion; provided, however, that Executive may, without the approval of the Board, # serve in any capacity with any civic, educational, or charitable organization and # manage his personal investments; in each case, provided such services do not interfere with Executive's obligations to the Company.

Obligations. Without limiting the generality of 2(a), the Company covenants and agrees that, during the Interim Period, except: # with the prior written consent of TerrAscend; # as expressly required or permitted by this Agreement; or # as required by applicable Law, the Company shall, and shall cause its Subsidiaries to, directly or indirectly:

Obligations. In furtherance and not in limitation of either the foregoing or any other provision of this Agreement or any of the other Loan Documents, the Borrowers shall pay and perform their obligations set forth in Section 9.3.3 below upon demand, each of which also shall be guaranteed by each Guarantor in accordance with the Guaranty of Recourse Obligations.

Accrued Obligations. Upon termination of employment for any reason during the Term, the Executive will be entitled to receive promptly, and in addition to any other benefits specifically provided by this Agreement, # any earned but unpaid Base Salary through the Termination Date; # any other amounts or benefits required to be paid or provided or which the Executive, his family members, beneficiaries, heirs, or legal representatives is entitled to receive under any existing Compensation Plan; and # reimbursement of any business expenses incurred by the Executive prior to the Termination Date, in accordance with the Company’s then-prevailing policies and procedures (collectively, the “Accrued Obligations”).

The Seller agrees, by acquisition of the Registrable Securities, that no Seller shall be entitled to sell any of such Registrable Securities pursuant to a Registration Statement or to receive a Prospectus relating thereto, unless the Seller has furnished [[Organization A:Organization]] with a completed Notice and Questionnaire as required pursuant to [Section (a)(v)] and the information set forth in the next sentence. Each Notice Holder agrees promptly to furnish to [[Organization A:Organization]] all information required to be disclosed in order to make the information previously furnished to [[Organization A:Organization]] by such Notice Holder not misleading and any other information regarding such Notice Holder and the distribution of such Registrable Securities as [[Organization A:Organization]] may from time to time reasonably request. Any sale of any Registrable Securities by the Seller shall constitute a representation and warranty by the Seller that the information relating to the Seller and its plan of distribution is as set forth in the Prospectus delivered by the Seller in connection with such disposition, that such Prospectus does not as of the time of such sale contain any untrue statement of a material fact relating to or provided by the Seller or its plan of distribution and that such Prospectus does not as of the time of such sale omit to state any material fact relating to or provided by the Seller or its plan of distribution necessary to make the statements in such Prospectus, in the light of the circumstances under which they were made, not misleading. The Seller further agrees not to sell any Registrable Securities pursuant to the Registration Statement without delivering, or, if permitted by applicable securities law, making available, to the purchaser thereof a Prospectus in accordance with the requirements of applicable securities laws. The Seller further agrees that the Seller will not make any offer relating to the Registrable Securities pursuant to the Registration Statement that would constitute an Issuer Free Writing Prospectus or that would otherwise constitute a Free Writing Prospectus, unless it has obtained the prior written consent of [[Organization A:Organization]].