Common use of Unilateral Termination Clause in Contracts

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a). (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. Pacific time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of (i) any of its representations or warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(b) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b) shall not be available to a party if such party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Member Approval are not delivered to Parent within one hour after the execution and delivery of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised by Parent prior to the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless of timing).

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger Mergers on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a). (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the First Merger shall not have been consummated by 5:00 p.m. Pacific time on the date that is 180 thirty (30) days following after the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of (i) any of its representations or warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(b9.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b9.2(c) shall not be available to a party if such party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company. (e) The Company, by giving written notice to Parent, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on Parent. (f) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Member Stockholder Approval are not delivered to Parent within one hour twenty-four (24) hours after the execution and delivery of this Agreement by Parent, the Merger SubSubs, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised by Parent prior to the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless of timing).

Unilateral Termination. (a) Either Parent By First Star or the Company, by giving written notice to the other, may terminate this Agreement if NSB: (i) a court if there shall have been any material breach of competent jurisdiction any representation, warranty, covenant or other Governmental Authority obligation of First Star, on the one hand, or NSB, on the other hand, and such breach cannot be, or shall not have issued a final judgment or taken any action been, remedied within thirty (and 30) days after receipt by such other party of notice in writing specifying the final appeal nature of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law breach and requesting that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegalit be remedied, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, neither party shall give either Parent or the Company a termination right pursuant to this Section 9.1(a). (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. Pacific time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b7.01(b) shall not be available to any party whose unless the breach of a the representation or warranty or covenant made under this Agreement would entitle the party receiving such representation or warranty or benefitted by such party results covenant not to consummate the transactions contemplated hereby under Section 6.01 (a) (in the case of a breach of representation or warranty or covenant by First Star) or Section 6.02(a) (in the case of a breach of representation or warranty or covenant by NSB); (ii) if the Closing Date shall not have occurred prior to September 30, 1999, which date shall be subject to extension by mutual consent, unless the failure of any condition set forth in Article 8 to such occurrence shall be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate due to the transfer failure of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of (i) any of its representations or warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and to perform or observe its intention to terminate agreements set forth in this Agreement pursuant required to this Section 9.2(b) (provided, however, that no be performed or observed by such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured party on or prior to before the Closing Date; (iii) if this Agreement and the Plan of Conversion are not approved by the Voting Depositors of NSB by such vote as is required under the Plan of Conversion; (iv) if final action has been taken by a Regulatory Authority whose approval is required in connection with this Agreement and the Plan of Conversion and the transactions contemplated hereby and thereby, which final action (a) has become unappealable and (b) does not approve this Agreement or the Plan of Conversion or the transactions contemplated hereby or thereby; (v) if any court of competent jurisdiction or other governmental authority shall have issued an order, decree, or if not curableruling or taken any other action restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement and such breach would result order, decree, ruling or other action shall have become final and nonappealable; or (vi) in the failure of event that any of the conditions set forth precedent to the obligations of First Star, on the one hand, or NSB, on the other hand, to consummate the transactions contemplated by this Agreement cannot be satisfied or fulfilled by the date specified in Article 8 to be fulfilled or satisfied; provided, however, Section 7.01(b)(ii) of this Agreement (provided that the right to terminate this Agreement under this Section 9.2(b) shall not be available to a party if such terminating party is at that time not then in material breach of this Agreement. (d) Parentany representation, by giving written notice to the Companywarranty, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Member Approval are not delivered to Parent within one hour after the execution and delivery of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised by Parent prior to the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless of timingcovenant or other agreement contained herein).

Unilateral Termination. This Agreement may be terminated at any time prior to the Closing by: (a) Either Parent of Buyer or the Company, Stockholder by giving written notice to the other, may terminate this Agreement if (i) in the event a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final judgment order, decree or taken any action (and the final appeal of such judgment or action has been denied) ruling, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Purchase. (b) Either Parent of Buyer or the Company, Stockholder by giving written notice to the other, may terminate this Agreement if the Merger Purchase and the other transactions contemplated by Section 3.1 hereof shall not have been consummated by 5:00 p.m. midnight Pacific time Time on June 30, 2009 (the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date“End Date”); provided, however, that if by the End Date the conditions set forth in Section 10.1(b) shall not have been satisfied but all other conditions shall be satisfied (other than conditions, which conditions remain capable of being satisfied, set forth in Section 10.2 and Section 10.3), the End Date may be extended by either Buyer or Stockholder in its discretion (in which case, all other parties shall be bound by such extension), for three (3) months from its scheduled expiry (in which case any references to the End Date herein shall mean the End Date as extended); provided further, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in is the proximate cause of the failure of any condition set forth in Article 8 X to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the CompanyBuyer, by giving written notice to the otherStockholder, may terminate this Agreement at any time prior to the Effective Time if the Company, Seller, Stockholder or Parent shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other has committed a agreements contained in this Agreement, which breach of or failure to perform (i) any would result in a failure of its representations a condition set forth in Section 10.1 or warranties under Article 3 10.2 or Article 4, as applicable, or failure of the Closing to occur and (ii) any of its covenants under Article 5 or Article 6cannot be cured by within thirty (30) days; provided, as applicable, and (A) has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has that Buyer shall have given the other party Company written notice of notice, delivered at least fifteen (15) days prior to such breach and its termination, stating Buyer’s intention to terminate this Agreement pursuant to this Section 9.2(b) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured11.2(c) and the basis for such termination (B) if and such matter shall not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfiedhave been cured); provided, however, that the Buyer shall not have a right to terminate this Agreement under pursuant to this Section 9.2(b11.2(c) shall not be available to a party if such party Buyer is at that time then in material breach of any representations, warranties, covenants or other agreements contained in this AgreementAgreement that would result in a failure of a condition set forth in Sections 10.1 or 10.2. (d) ParentStockholder, by giving written notice to Buyer, if Buyer shall have breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained in this Agreement, which breach or failure to perform (i) would result in a failure of a condition set forth in Section 10.1 or 10.3 or failure of the CompanyClosing to occur and (ii) cannot be cured by the within thirty (30) days; provided, may that Stockholder shall have given Buyer written notice, delivered at least fifteen (15) days prior to such termination, stating Stockholder’s intention to terminate this Agreement at any time prior pursuant to the Effective Time if executed Written Consents evidencing the Member Approval are not delivered to Parent within one hour after the execution and delivery of this Agreement by Parent, Merger Sub, the Company Section 11.2(d) and the Representativebasis for such termination (and such matter shall not have been cured); provided, however, that Stockholder shall not have a right to terminate this termination right shall no longer apply and shall expire Agreement pursuant to this Section 11.2(d) if not exercised by Parent prior to Stockholder or the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless Company is then in breach of timing)any representations, warranties, covenants or other agreements contained in this Agreement that would result in a failure of a condition set forth in Sections 10.1 or 10.2.

Unilateral Termination. (a) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final judgment order, decree or ruling or taken any action (and the final appeal of such judgment or action has been denied) other action, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger Stock Purchase or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if the Merger Stock Purchase shall not have been consummated by 5:00 p.m. midnight Pacific time Time on November 30, 2021 (the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date“Termination Date”); provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose (i) Acquiror, if Acquiror is then in breach of a representation any of its representations or warranty warranties or covenant made under this Agreement by covenants hereunder and such party breach results in the failure of any condition set forth in Article 8 9 to be fulfilled or satisfied on or before the Termination Date and (ii) the Company, if the Seller Guarantors, the Sellers, NewCo or the Company is then in breach of any of its representations or warranties or covenants hereunder and such date. Notwithstanding breach results in the foregoing, such 180 day period shall automatically be extended as necessary to accommodate failure of any time period required by any Governmental Authority in order to satisfy the conditions condition set forth in Section 8.2(e) and Section 8.2(t) as they relate Article 10 to be fulfilled or satisfied on or before the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020Termination Date. (c) Either Parent or the Company, by giving written notice to the other, Acquiror may terminate this Agreement at any time prior to the Effective Time Closing if (i) the other has Company, NewCo, the Seller Guarantors or the Sellers have committed a breach of (iA) any of its their representations or and warranties under Article 3 or Article 4, as applicable, or (iiB) any of its their respective covenants under Article 5 or Article 6hereunder, as applicableand, and (A) in either case, has not cured such breach within ten by the date which is the earlier of (101) two (2) Business Days prior to the Termination Date and (2) fifteen (15) Business Days after the party seeking to terminate this Agreement Acquiror has given the other party Company written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(b11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (Bii) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 10 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b11.2(c) shall not be available to a party Acquiror if such party Acquiror is at that time in material breach of this Agreementany of its representations, warranties, covenants or agreements hereunder and such breach would result in the failure of any condition set forth in Article 9 to be fulfilled or satisfied on or before the Termination Date. (d) Parent, by giving written notice to the Company, The Company may terminate this Agreement at any time prior to the Effective Time Closing if executed Written Consents evidencing (i) Acquiror has committed a breach of (A) any of its representations and warranties under Article 5 or (B) any of its covenants hereunder, and, in either case, has not cured such breach by the Member Approval are not delivered date which is the earlier of (1) two (2) Business Days prior to Parent within one hour the Termination Date and (2) fifteen (15) Business Days after the execution Company has given Acquiror written notice of the material breach and delivery of its intention to terminate this Agreement pursuant to this Section 11.2(d) (provided, however, that no such cure period shall be available or applicable to any such breach which by Parent, Merger Sub, its nature cannot be cured) and (ii) such breach would result in the Company and failure of any of the Representativeconditions set forth in Article 9 to be fulfilled or satisfied; provided, however, that the right to terminate this termination right Agreement under this Section 11.2(d) shall no longer apply and shall expire if not exercised by Parent prior be available to the Company if the Company, NewCo, any Seller Guarantor or any Seller is at that time in breach of any of its representations, warranties, covenants or agreements hereunder and such breach would result in the Written Consents evidencing failure of any condition set forth in Article 10 to be fulfilled or satisfied on or before the Member Approval are delivered to Parent (regardless of timing)Termination Date.

Unilateral Termination. (a) Either Parent Acquirers Representative or the Seller or Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a non-appealable final judgment order, decree or ruling or taken any action (and the final appeal of such judgment or action has been denied) other action, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger Share Purchase or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent Acquirers Representative or the Seller or the Company, by giving written notice to the other, may terminate this Agreement if the Merger Closing shall not have been consummated occurred by 5:00 p.m. Pacific time midnight Israel Time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such dateJanuary 23, 2022; provided, however, provided that the right to terminate this Agreement pursuant to this Section 9.2(b10.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 or Article 9 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent Acquirors, through the Acquirers Representative or the Company, by giving written notice to the other, Seller or Company may terminate this Agreement at any time prior to the Effective Time Closing if (i) the other has committed a breach of (i) any of its representations or and warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten twenty (1020) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such the material breach and its intention to terminate this Agreement pursuant to this Section 9.2(b) 10.2 (provided, however, provided that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (Biii) such breach, if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 or Article 9, as applicable, to be fulfilled or satisfied; provided, however, provided that the right to terminate this Agreement under this Section 9.2(b) 10.2 shall not be available to a party if such the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if executed Written Consents evidencing the Member Approval are not delivered to Parent within one hour after the execution and delivery of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised by Parent prior to the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless of timing).

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a final judgment or taken any action (and the final appeal of such judgment or action has been denied) having the effect of permanently restraining or enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 11:59 p.m. Pacific time on the date that is 180 days following the Agreement Date November 30, 2018 if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) 7 have not been satisfied and the terminating party has not waived such unsatisfied conditions by such datedate other than conditions pertaining to covenants to be performed as part of effectuating the Closing; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 7 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the Effective Time if the other has committed a breach of (i) any of its representations or warranties under Article 3 or Article 4, as applicable, or (ii) any of its covenants under Article 5 or Article 6, as applicable, and (A) has not cured such breach within ten (10) Business Days 30 days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(b8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 7 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b8.2(c) shall not be available to a party if such party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if any event has occurred or any circumstance exists which, alone or together with any one or more other events or circumstances has had, is having or would reasonably be expected to have a Material Adverse Effect on the Company. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time if the Stockholder Consent, executed Written Consents evidencing by Company Stockholders that represent the Member Approval are Stockholder Approval, is not delivered to Parent within one (1) hour after the execution and delivery of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised invoked by Parent prior to actual delivery of the time the Written Consents Stockholder Consent evidencing the Member Approval are delivered to Parent (regardless of timing)Stockholder Approval.

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final judgment order, decree or ruling or taken any action (and the final appeal of such judgment or action has been denied) other action, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. Pacific 11:59 P.M. pacific time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such dateTermination Date; provided, however, provided that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party Party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 Section 7 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020Termination Date. (c) Either Parent or the The Company, by giving written notice to the otherParent, may terminate this Agreement at any time prior to the Effective Time Closing Date if the other has committed a breach of (i) Parent or Merger Sub shall have failed to comply in any material respect with any of its representations the covenants or warranties under Article 3 agreements contained in this Agreement to be complied with or Article 4performed by Parent or Merger Sub at or prior to the date of such notice, as applicable, or (iiwhich is reasonably likely to result in any condition set forth in Section 7.2(b) any of its covenants under Article 5 or Article 6, as applicablenot being satisfied, and (A) such failure has not been cured or such breach condition has not been satisfied within ten (10) Business Days days after the party seeking receipt of notice thereof (or within one (1) business day of the receipt of notice thereof in the case of a failure of Parent to terminate deposit the Merger Consideration with the Exchange Agent as contemplated by Section 2.10(a)); (ii) this Agreement has given and the other party Merger are not approved by the requisite vote of the shareholders of the Company at the Shareholders’ Meeting, or (iii) the Company receives an unsolicited bona fide written notice of such breach Acquisition Proposal and its intention to terminate this Agreement pursuant to this Section 9.2(b) the conditions described in clauses (providedx), however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured(y) and (Bz) if not cured on or of Section 5.2(b) are met and prior to or concurrently with such termination, the Closing Date, or if not curable, such breach would result Company pays the Termination Fee to Parent in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this accordance with Section 9.2(b) shall not be available to a party if such party is at that time in material breach of this Agreement8.4. (d) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to the Effective Time Closing Date if executed Written Consents evidencing (i) the Member Approval Company shall have failed to comply in any material respect with any of the covenants or agreements contained in this Agreement to be complied with or performed by the Company at or prior to such date, which is reasonably likely to result in any condition set forth in Section 7.1(c) not being satisfied, and such failure has not been cured or such condition has not been satisfied within ten (10) days after the receipt of notice thereof, (ii) this Agreement and the Merger are not delivered to Parent within one hour after approved by the execution and delivery requisite vote of this Agreement by Parent, Merger Sub, the shareholders of the Company at the Shareholders’ Meeting, (iii) holders of more than 5% of the Company Common Stock shall have validly notified the Company of intent to demand payment under RCW 23B.13.210, and the Representative; provided, however, that this termination right shall no longer apply and shall expire if not exercised by Parent withdrawn such notice on or prior to the time Closing Date, (iv) the Written Consents evidencing Board of Directors of the Member Approval are delivered Company shall have withdrawn, modified or amended the Recommendations in a manner adverse to Parent or Merger Sub or failed to publicly reconfirm its Recommendations within ten (regardless 10) Business Days of timing)receipt of a written request by Parent to provide such reaffirmation following an Acquisition Proposal, or (v) the Board of Directors of the Company shall have resolved or announced its intention to recommend to the shareholders of the Company that they approve an Acquisition Proposal other than the Merger.

Unilateral Termination. (a) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final judgment order, decree or ruling or taken any action (and the final appeal of such judgment or action has been denied) other action, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 11:59 p.m. Pacific time Time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such dateJanuary 31, 2008; provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b8.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 VII to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent or the Company, by giving written notice to the other, may terminate this Agreement at any time prior to the First Effective Time if the other has committed a breach of (i) any of its representations or and warranties under Article 3 III or Article 4IV, as applicable, or (ii) any of its covenants under Article 5 V or Article 6VI, as applicable, such that if such breach, if not cured on or prior to the Closing Date, it would result in the failure of any of the conditions set forth in Article VII, as applicable, to be fulfilled or satisfied; and (A) such party has not cured such breach within ten (10) Business Days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(b8.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (B) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b8.2(c) shall not be available to a party if such the party is at that time in material breach of this Agreement. (d) Parent, by giving written notice to the Company, may terminate this Agreement if (i) the Company’s Board of Directors shall have for any reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, or (ii) if an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Company’s Board of Directors in connection therewith does not within five (5) Business Days of Parent’s request to do so reconfirm its approval and recommendation of this Agreement and the transactions contemplated hereby and reject such Alternative Transaction. (e) Parent, by giving written notice to the Company, may terminate this Agreement at any time prior to such time that the Effective Time if executed Written Consents evidencing the Member Approval are not delivered to Parent within one hour after the execution and delivery of this Agreement Requisite Company Stockholder Consent is received by Parent, Merger Sub, the Company and the Representative; providedprovided to Parent. (f) Either Parent or Company, however, that this termination right shall no longer apply and shall expire if not exercised by Parent prior giving written notice to the time other party, may terminate this Agreement if the Written Consents evidencing total number of shares of Parent Common Stock issued in the Member Approval are delivered Merger would exceed 19.9% of the outstanding shares of the Parent as of the Closing and either party after consultation with counsel, reasonably determines that the issuance of Parent Common Stock to Parent (regardless reduce the percentage below 19.9% would disqualify the Merger as a plan of timing).reorganization within the meaning of Section 1.368-2(g) and 1.368-3(a) of the United States Treasury Regulations..

Unilateral Termination. (a) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if (i) a court of competent jurisdiction or other Governmental Authority shall have issued a nonappealable final judgment order, decree or ruling or taken any action (and the final appeal of such judgment or action has been denied) other action, in each case having the effect of permanently restraining or restraining, enjoining or otherwise prohibiting the Merger or any other material transaction contemplated by this Agreement or (ii) there has been adopted an applicable Law that makes the consummation of the Merger on the terms and conditions contemplated by this Agreement illegal, provided, however, that only the enforcement of any Federal Cannabis Law by a Governmental Authority of competent jurisdiction to permanently enjoin or otherwise prohibit the Merger or the transactions contemplated thereby, and not solely the existence, issuance, enactment, promulgation or entry of any Federal Cannabis Law, shall give either Parent or the Company a termination right pursuant to this Section 9.1(a)Agreement. (b) Either Parent Acquiror or the Company, by giving written notice to the other, may terminate this Agreement if the Merger shall not have been consummated by 5:00 p.m. midnight Pacific time Time on the date that is 180 days following the Agreement Date if the conditions to the terminating party’s obligations to Closing under Article 8 (other than conditions pertaining to covenants to be performed as part of effectuating the Closing) have not been satisfied and the terminating party has not waived such unsatisfied conditions by such date; March 1, 2006 provided, however, that the right to terminate this Agreement pursuant to this Section 9.2(b11.2(b) shall not be available to any party whose breach of a representation or warranty or covenant made under this Agreement by such party results in the failure of any condition set forth in Article 8 ARTICLE 9 or ARTICLE 10 to be fulfilled or satisfied on or before such date. Notwithstanding the foregoing, such 180 day period shall automatically be extended as necessary to accommodate any time period required by any Governmental Authority in order to satisfy the conditions set forth in Section 8.2(e) and Section 8.2(t) as they relate to the transfer of any necessary Cannabis License (other than any BCC License), not to extend past December 31, 2020. (c) Either Parent Acquiror or the Company, by giving written notice to the other, Company may terminate this Agreement at any time prior to the Effective Time if (a) the other has committed a breach of (i) any of its representations or and warranties under Article ARTICLE 3 or Article ARTICLE 4, as applicable, or (ii) any of its covenants under Article ARTICLE 5 or Article ARTICLE 6, as applicable, and (A) has not cured such breach within ten (10) Business Days business days after the party seeking to terminate this Agreement has given the other party written notice of such breach and its intention to terminate this Agreement pursuant to this Section 9.2(b11.2(c) (provided, however, that no such cure period shall be available or applicable to any such breach which by its nature cannot be cured) and (Bb) if not cured on or prior to the Closing Date, or if not curable, such breach would result in the failure of any of the conditions set forth in Article 8 ARTICLE 10 or ARTICLE 9, as applicable, to be fulfilled or satisfied; provided, however, that the right to terminate this Agreement under this Section 9.2(b11.2(c) shall not be available to a party if such the party is at that time in material breach of this Agreement. (d) ParentAcquiror, by giving written notice to the Company, may terminate this Agreement at if (i) the Company’s Board of Directors shall have for any time prior reason recommended, endorsed, accepted or agreed to an Alternative Transaction or shall have resolved to do any of the foregoing, (ii) the Company shall have materially breached or be deemed to have materially breached Section 5.7 (No Other Negotiations), (iii) the Company shall have for any reason failed to call, convene and hold the Company Shareholders Meeting (or submit to the Effective Time vote of the Company Shareholders at the Company Shareholders Meeting the approval of the Merger and adoption of this Agreement) within ten business days following the later of (A) expiration or early termination of applicable waiting periods under the HSR Act and (B) the receipt of the Permit, or (iv) if executed Written Consents evidencing an inquiry, offer or proposal for an Alternative Transaction shall have been made and the Member Approval are Company’s Board of Directors of the Company in connection therewith, does not delivered to Parent within one hour after the execution five business days of such occurrence reconfirm its approval and delivery recommendation of this Agreement by Parent, Merger Sub, the Company and the Representative; provided, however, that this termination right shall no longer apply transactions contemplated hereby and shall expire if not exercised by Parent prior to the time the Written Consents evidencing the Member Approval are delivered to Parent (regardless of timing)reject such Alternative Transaction.