Company Activities. Neither the Company nor any of its subsidiaries nor any person acting on behalf of the Company or any subsidiary will cultivate, produce, process, import or distribute any cannabis or cannabinoid product or otherwise engage in any direct or indirect dealings or transactions in or to the United States of America, its territories and possessions, any state of the United States or the District of Columbia or any other country unless such activity is in full compliance with all federal, and state or provincial, laws applicable to such activity.
Company Activities. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to (i) ensure that the Company and its subsidiaries do not carry on any activities that violate applicable federal, state or provincial laws, (ii) ensure that any borrower or customer of the Company or its subsidiaries that requires a state license to operate has obtained such license and to verify that such license is valid, and (iii) comply with the due diligence procedures set forth in the February 14, 2014 guidance promulgated by the Financial Crimes Enforcement Network clarifying the Bank Secrecy Act (the “BSA”) expectations for financial institutions seeking to provide services to marijuana-related businesses. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary, including without limitation upon foreclosure in respect of any loan made by the Company or any subsidiary, has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.
Company Activities. (i) None of the Company, any of the Subsidiaries or, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis or cannabinoid product or has otherwise engaged, or has any current intention to otherwise engage, in any direct or indirect dealings or transactions in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal, (ii) neither the Company nor any of its Subsidiaries has operated in or exported any cannabis or cannabinoid product to any jurisdiction where such activities are not in compliance with all applicable federal, state or provincial laws; and (iii) the Company and its Subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensure that the Company and its Subsidiaries do not carry on any activities in, or distribute any products to, any jurisdiction where such activities or products are not in compliance with all applicable federal, state or provincial laws, except in each instance as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Company Activities. The Company was duly formed on May 9, 2007 in accordance with the Delaware Limited Liability Company Act. As of the date hereof, the Company has no assets or liabilities, and has conducted no business, operations or activities since its formation, except for such activities as are incidental to its formation or to the execution and delivery of this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby.
Company Activities. The Corporation and the Subsidiaries will not, and will not cause any of their directors, officers, employees, agents or other persons acting on their behalf or any Related Entity to, cultivate, produce, process, import, sell or distribute any cannabis or cannabinoid product (which terms include, for greater certainty, all cannabis or cannabinoid products containing any level of THC or CBD) or otherwise engage in, target or derive revenues or funds from, or expend any funds in relation to, any direct or indirect dealings or transactions in or to the United States of America, any state of the United States and its territories and possessions or the District of Columbia or any other jurisdiction unless such activity is in full compliance with all federal, state, and provincial or territorial laws applicable to such activity. The Corporation will notify the Agents promptly if the Corporation, any Subsidiary, any Related Entity or any director, officer, employee, agent or other person acting on behalf of the Corporation, any Subsidiary or any Related Entity has received notice of any investigation or proceedings related to the matters set forth in this Section 8(v).
Company Activities. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis product or has otherwise engaged, or has any current intention to otherwise engage, in any dealings or transactions in cannabis in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its subsidiaries has exported any cannabis product to any jurisdiction. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensure that the Company and its subsidiaries do not carry on any activities or distribute any products in a manner that violates applicable federal, state or provincial laws. For all purposes of this Agreement, the term “cannabis” shall exclude the plant Cannabis sativa L. and any part of that plant, including the seeds thereof and all derivatives, extracts, cannabinoids, isomers, acids, salts, and salts of isomers, whether growing or not, with a delta-9 tetrahydrocannabinol concentration of not more than 0.3 percent on a dry weight basis.
Company Activities. Neither the Company, nor any of its Subsidiaries, nor any of the Investment Entities nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis or cannabinoid product or has otherwise engaged, or has any current intention to otherwise engage, in any direct or indirect dealings or transactions in or to the United States of America, its territories and possessions, any state of the United States and the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is illegal. Neither the Company nor any of its Subsidiaries has operated in or exported any cannabis or cannabinoid product to any jurisdiction except Canada, Australia, Israel, Malta and Lesotho. The Company and its Subsidiaries have instituted and maintained and will continue to maintain policies and procedures that ensure that the Company and its subsidiaries do not carry on any activities in, or distribute any products to, any jurisdiction where such activities or products are not fully in compliance with all applicable federal, state or provincial Laws. Schedule 3.1(13) of the Disclosure Letter sets forth current facility-level product quality and potency information, including with respect to tetrahydrocannabinol content, regarding all cannabis product output produced by the Company and its Subsidiaries and is true and correct in all material respects.
Company Activities. At any time before the Initial Funding Date, with respect to the Company only, engage in any business activity other than (i) maintaining its legal existence and good standing, (ii) consummating the Transaction and business activities incidental and reasonably related thereto and (iii) owning Equity Interests in Subsidiaries subject to this Section 7.14.
Company Activities. Neither the Company nor any of its subsidiaries nor, to the Company’s knowledge, any person acting on behalf of the Company or any subsidiary has cultivated, produced, processed, imported or distributed, or has any current intention to cultivate, produce, process, import or distribute, any cannabis or cannabinoid product (which terms include, for greater certainty, all cannabis or cannabinoid products containing any level of THC of CBD) or has otherwise engaged in, targeted or derived revenues or funds from, or expended any funds in relation to, or has any current intention to otherwise engage in, target or derive (or reasonably expect to derive) revenues or funds from, or expend any funds in relation to, any direct or indirect dealings or transactions (including for the avoidance of doubt, with respect to Intellectual Property Rights pertaining to cannabis or cannabinoid products) in or to the United States, any state of the United States and its territories and possessions, or the District of Columbia or any other federal, provincial, state, municipal, local or foreign jurisdiction where such activity is not fully lawful under all applicable federal, state, provincial or territorial laws; neither the Company nor any of its subsidiaries has operated in or exported to any jurisdiction except Canada, Argentina, Australia, Canada, Chile, Croatia, Cyprus, the Czech Republic, Germany, New Zealand, the United Kingdom, the United States and South Africa. The Company and its subsidiaries have instituted and maintained and will continue to maintain policies and procedures reasonably designed to ensure that the Company and its subsidiaries do not carry on any cannabis-related activities in, or distribute or receive any cannabis or cannabinoid products to or from or receive or distribute any funds directly or indirectly, to or from any person carrying on such activities in any jurisdiction where such activities or products are not fully in compliance with all applicable federal, state, provincial or territorial laws.
Company Activities a. Templates for Confidential Disclosure Agreements (“CDA”) and Collaborative Research Agreements (“CRA”). Templates for CDAs and CRAs are attached as Exhibits A and B, respectively. COMPANY agrees that these template agreements shall serve as starting point documents for research agreements between COMPANY and research institutions participating in the Common Fund Program. The templates are based on drafts that received substantial input from clinical researchers, representatives from government agencies, including the U.S. Food and Drug Administration, representatives from the medical device industry, from institutional tech-transfer and contracts offices, and from the general public, via the aforementioned NIH Requests for Information and NIH Workshop. In order to efficiently operate the Common Fund Program, applicants submitting an application will agree to enter into the standard form CDA and CRA, or make mutually agreeable alterations as provided in this section. Financial terms applicable to a specific CRA may be specified in the related Project Plan. Changes may be made to the standard form of CDA or CRA by mutual agreement of COMPANY and the applicant. A copy of any revised form shall be substituted for the respective Exhibit. Following the issuance of an award, COMPANY and the NIH awardee may modify or amend the Project Plan of the CRA upon written agreement of the NIH awardee and COMPANY and the approval of NIH as specified in the NIH Notice of Award.
