NVPR definition
Examples of NVPR in a sentence
Chemesis and NVPR will, jointly and severally, indemnify and saves harmless GSRX and its directors, officers, employees, Agents and representatives from and against all costs, liabilities, losses or expenses suffered or incurred by, and all suits, claims or demands by Third Parties relating thereto, made against GSRX with respect to or arising from the Transaction contemplated under this Agreement.
Neither NVPR nor GSRX may assign all or part of its rights under this Agreement to any Person without the written consent of NVPR or GSRX, as applicable.
The achievement of the Milestones by NVPR within the time periods required by this Agreement are subject to Force Majeure pursuant to Section 9.2 and are subject to the cure period set out in Section 9.3 in which to satisfy such obligations.
Upon the Option Exercise, and within five (5) Business Days thereafter, NVPR and GSRX shall enter into the Royalty Agreement, pursuant to which NVPR shall grant to GSRX the Royalty as further described in the Royalty Agreement.
For greater clarity, upon the termination of this Agreement pursuant to Section 5.2 or 5.5, NVPR (or its designated Affiliate) will do all things necessary to assist GSRX to re-register the 1493 Membership Interest in the name of GSRX.
During the Option Period, GSRX shall not assign, sell, transfer, pledge, option, grant royalties over, mortgage all or any part, or create an Encumbrance over all or any part of the Assets or the 1493 Membership Interest (directly or indirectly) except to NVPR.
Chemesis acknowledges that if the option is exercised by NVPR, Chemesis will receive value from the transfer of the 1493 Membership Interest to NVPR because Chemesis holds 80% of the issued and outstanding membership of NVPR.
The Option will be of no further force or effect, and will automatically terminate if GSRX: (a) delivers the GSRX Option Termination Notice to NVPR; (b) pays to Chemesis the GSRX Break Fee; (c) performs the obligations set out in Section 5.6(b).
GSRX hereby grants to NVPR the sole and exclusive right and option, in accordance with this Section 4, to acquire the 1493 Membership Interest (the “Option”), free and clear of all Encumbrances, subject only to the Royalty.
For the avoidance of doubt, during the Option Period, NVPR shall assign the benefit of the all of the cannabis licenses owned or otherwise controlled by 1493, each of which is more particularly described at Schedule B, to GSRX for the purposes of permitting GSRX and 1493 to carry on their respective operations, subject to all applicable laws.