Prior Conduct of Proposed Transferee. Notwithstanding any other provision of this Section 22, if # the proposed assignee or sublessee of Tenant has been required by any prior landlord, lender or Governmental Authority to take remedial action in connection with Hazardous Materials contaminating a property, where the contamination resulted from such partys action or use of the property in question, # the proposed assignee or sublessee is subject to an enforcement order issued by any Governmental Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority), or # because of the existence of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord would be targeted as a responsible party in connection with the remediation of such pre-existing environmental condition would be materially increased or exacerbated by the proposed use of Hazardous Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to consent to any assignment or subletting to any such party.
Without in any way limiting any other obligations of the Vendor and the Corporation hereunder, during the period from the date hereof to the Time of Closing:
5.01Conduct of Business of SRSG. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time, each of SRSG and Merger Sub agrees (unless BioSculpture shall give its prior consent in writing) to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with SRSG’s past practices (and in any event when due), to pay or perform other obligations when due consistent with SRSG’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and to use its commercially reasonable efforts and institute all policies to preserve intact its present business organization, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, each of SRSG and Merger Sub shall not, without the prior written consent of BioSculpture, take, or agree in writing or otherwise to take, any of the following actions during the period from the date of this Agreement to the earlier of the termination of this Agreement pursuant to Section 10.1 or the Effective Time:
“Qualified Transferee” shall mean a transferee for whom, prior to the Transfer, shall have received: # evidence that the proposed transferee (and the Person(s) that Control such transferee) # has never been indicted or convicted of, or plead guilty or no contest to a felony, # has never been indicted or convicted of, or plead guilty or no contest to, violation of the Patriot Act, and is not an Embargoed Person, # will not cause any of the representations set forth in [Section 3.1.11] hereof not to be true, correct and complete, # has never been the subject of a voluntary or involuntary (to the extent the same has not been discharged) action under the Bankruptcy Code or any other Creditors’ Rights Law (except for any matter acceptable to in accordance with the Prudent Standard), and # has no material outstanding judgments against such proposed transferee; # if the proposed transferee will obtain Control of or obtain a direct or indirect interest of twenty percent (20%) (or, to the extent such Person is domiciled in a country other than the United States, ten percent (10%)) or more in as a result of such proposed transfer, a credit check against such proposed transferee that is reasonably acceptable to ; and # evidence that the proposed transferee (and the Person(s) that Control such transferee) has adequate relevant experience in the ownership and operation of properties comparable in size, use, quality and value to the Property. Furthermore, prior to including the entire Loan in one or more Securitizations, it shall be an additional requirement of a Qualified Transferee that shall have also received evidence satisfactory to that # the proposed transferee (and the Person(s) that Control such transferee) has not defaulted under its debt obligations in connection with other commercial real estate assets owned or Controlled by such Persons, and # there shall be no material litigation or regulatory action pending or threatened in writing against such proposed transferee (and the Person(s) that Control such transferee).
Conduct. 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 Laws, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the Ordinary Course of Business and in accordance with its Organizational Documents, the Trademark License Agreement, all applicable Laws, with the exception of the CSA, as it applies to marijuana (including any implementing regulations and schedules in effect at the relevant time) or any other U.S. Federal Cannabis Laws the violation of which is predicated upon a violation of the CSA as it applies to marijuana, and the Company shall maintain and preserve its and its Subsidiaries’ business organizations, properties, assets, rights, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Company or any of its Subsidiaries has material business relations.
Conduct. On and from Closing Date, Farmor and Farmee shall each be subject to and comply with the terms and provisions of the Joint Operating Agreement and the Contract.
In the event Tenant desires to effect a Transfer, then, at least thirty (30) but not more than ninety (90) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer Notice”) containing information (including references) concerning the character of the proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed transferee, assignee or sublessee satisfying the requirements of Section 40.2 (“Required Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or sublessee; copies of Hazardous Materials Documents for the proposed transferee, assignee or sublessee; and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably require.
Designation of Permitted Transferee. The Trustee shall have the exclusive and absolute right to designate a Permitted Transferee of any and all Shares-in-Trust in an orderly fashion so as not to materially adversely affect the Market Price of its Shares-in-Trust. The Trustee shall designate any Person as a Permitted Transferee, provided, however, that # the Permitted Transferee so designated purchases for valuable consideration (whether in a public or private sale) the Shares-in-Trust, and # the Permitted Transferee so designated may acquire such Shares-in-Trust without such acquisition resulting in a transfer to a Trust and the redesignation of such shares of Capital Stock so acquired as Shares-in-Trust under [subsection B] of this Article XIV. Upon the designation by the Trustee of a Permitted Transferee in accordance with the provisions of this [subsection G(5)], the Trustee shall # cause to be transferred to the Permitted Transferee that number of Shares-in-Trust acquired by the Permitted Transferee, # cause to be recorded on the books of the Corporation that the Permitted Transferee is the holder of record of such number of shares of Capital Stock, as applicable, # cause the Shares-in-Trust to be cancelled, and # distribute to the Beneficiary any and all amounts held with respect to the Shares-in-Trust after making the payment to the Prohibited Owner pursuant to [subsection G(6)] of this Article XIV.
Tenant shall deliver to Landlord a list of Hazardous Materials (as defined below), certified by the proposed transferee, assignee or sublessee to be true and correct, that the proposed transferee, assignee or sublessee intends to use or store in the Premises. Additionally, Tenant shall deliver to Landlord, on or before the date any proposed transferee, assignee or sublessee takes occupancy of the Premises, all of the items relating to Hazardous Materials of such proposed transferee, assignee or sublessee as described in Section 21.2.
“Search Affiliates” means an Affiliate of a proposed transferee that either # owns a ten percent (10%) or more direct or indirect interest in any Borrower or # Controls any Borrower, in either case, immediately after giving effect to the Transfer to the proposed transferee and not as of the Closing Date.
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