Common use of Compliance with Laws, Regulatory Approvals and Authorizations Clause in Contracts

Compliance with Laws, Regulatory Approvals and Authorizations. All operations of the Company and its Subsidiaries in respect of or in connection with the Company Business and the Company Assets or otherwise have been and continue to be conducted in material compliance with all Laws, including all Applicable U.S. State Laws, but excluding Federal Cannabis Laws. The Company and its Subsidiaries have obtained and are in compliance with all Authorizations to permit them to conduct the Company Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and none of the Company nor any of its Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting material non-compliance with any Laws or Authorizations and the Company does not know of any basis for any such allegation or assertion. Except as set forth on in Section 1.1(q) of the Company Disclosure Letter, none of the Company nor any of its Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Entity is considering taking or would have reasonable ground to take any such action.

Compliance with Laws, Regulatory Approvals and Authorizations. All operations of the Company Purchaser and its Subsidiaries in respect of or in connection with the Company Purchaser Business and the Company Purchaser Assets or otherwise have been and continue to be conducted in material compliance with all Laws, including all Applicable U.S. State Laws, but excluding Federal Cannabis Laws. The Company Purchaser and its Subsidiaries have obtained and are in material compliance with all Authorizations to permit them to conduct the Company Purchaser Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and none of the Company Purchaser nor any of its Subsidiaries has received any correspondence or notice from any Governmental Entity alleging or asserting material non-compliance with any Laws or Authorizations and the Company Purchaser does not know of any basis for any such allegation or assertion. Except as set forth on in Section 1.1(q) None of the Company Disclosure Letter, none of the Company Purchaser nor any of its Subsidiaries has received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Entity is considering taking or would have reasonable ground to take any such action.

Compliance with Laws, Regulatory Approvals and Authorizations. All operations of the Company Corporation and its Subsidiaries subsidiaries in respect of or in connection with the Company Business and the Company Assets or otherwise have been and continue to be conducted in accordance with best industry practices and in material compliance with all Applicable Laws, including all Applicable U.S. State Laws, but excluding Federal Cannabis Lawsethical standards applicable to the Corporation’s industry and promulgated by Health Canada. The Company Corporation and its Subsidiaries subsidiaries have obtained and are in material compliance with all Authorizations to permit them to conduct the Company their Business as currently conducted or proposed to be conducted. All of the Authorizations issued to date are valid and in full force and effect and, except as disclosed in the Prospectus with respect to the suspension of production and sales of “Dr. Furbaby” and “Xxxxxx Tree” CBD products, none of the Company nor Corporation or any of its Subsidiaries subsidiaries has received any correspondence or notice from any Governmental Entity Authority alleging or asserting material non-non- compliance with any Applicable Laws or Authorizations and the Company does not know of any basis for any such allegation or assertionAuthorizations. Except as set forth on in Section 1.1(q) None of the Company Disclosure Letter, none of the Company nor Corporation or any of its Subsidiaries has subsidiaries have received any notice of proceedings or actions relating to the revocation, suspension, limitation or modification of any Authorizations or any notice advising of the refusal to grant any Authorization that has been applied for or is in process of being granted and has no knowledge or reason to believe that any such Governmental Entity Authority is considering taking or would have reasonable ground to take any such action. The Corporation and its subsidiaries are not conducting, nor does their business involve, any “marijuana-related activities” in the United States within the meaning of CSA Staff Notice 51-352 – Issuers with U.S. Marijuana-Related Activities (Revised).