Ratification Contract Clauses (1,112)

Ratification. The Company hereby (i) ratifies and reaffirms all of its payment and performance obligations, contingent or otherwise, under the Indenture and the Convertible Notes (the "Obligations"), (ii) agrees and acknowledges that the Obligations with respect to the Convertible Notes and the Indenture constitute legal, valid and binding obligations of the Company, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforceme...nt of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in 5 equity or at law), and that (x) no offsets, recoupments, defenses or counterclaims of any nature whatsoever to the Obligations with respect to the Convertible Notes or the Indenture or any other causes of action with respect to the Obligations with respect to the Convertible Notes or the Indenture exist and (y) no portion of the Obligations with respect to the Convertible Notes or the Indenture is subject to avoidance, disallowance, recharacterization, reduction, offset, recoupment or subordination, (iii) agrees that such ratification and reaffirmation is not a condition to the continued effectiveness of the Indenture, and (iv) agrees that neither such ratification and reaffirmation, nor any noteholder's solicitation of such ratification and reaffirmation, constitutes a course of dealing giving rise to any obligation or condition requiring a similar or any other ratification or reaffirmation with respect to any subsequent modifications, consent or waiver with respect to the Indenture or the Convertible Notes. The Company acknowledges and agrees that the Convertible Notes and the Indenture shall continue in full force and effect and that all of its obligations thereunder are valid and enforceable, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law), and shall not be impaired or limited by the execution or effectiveness of this Agreement. 6 7. General Release. In consideration of, among other things, the forbearance provided for herein, the Company, on behalf of itself, its affiliate and subsidiary entities, and/or any of their agents, forever waives, releases, and discharges any and all claims (including, without limitation, cross-claims, counterclaims, rights of setoff and recoupment), causes of action, demands, suits, costs, expenses, and damages that it now has or hereafter may have, of whatsoever nature and kind, whether known or unknown, whether now existing or hereafter arising, whether arising at law or in equity, that arise under or relate to any of the Convertible Notes, the Indenture, this Agreement, or Company's rights or obligations under any of the foregoing (collectively, "Claims"), against the Holder or any of its current or former affiliates as of the Maturity Date, the Trustee, any of their subsidiary and affiliate entities, and any of their successors, assigns, officers, directors, employees, agents, attorneys, and other representatives, based in whole or in part on facts, whether or not known, existing on, or prior to the date of this Agreement. The Holder may enforce the release of any of its current or former affiliates as of the Maturity Date. The provisions of this Section 7 shall survive the termination of the Convertible Notes and Indenture and payment in full of the Obligations. View More

Ratification. Borrower hereby ratifies, confirms, and reaffirms all terms and conditions of all Loan Documents and all security or other collateral granted to Bank, and confirms that the indebtedness secured thereby includes, without limitation, the Obligations and all deferred principal payments.

Ratification. Each of the Borrower and each Guarantor hereby ratifies all of its Obligations under the Credit Agreement and each of the Loan Documents to which it is a party, and agrees and acknowledges that the New Lenders are Lenders under the Loan Documents with all of the rights and obligations of a Lender thereunder and the Credit Agreement and each of the Loan Documents to which it is a party are and shall continue to be in full force and effect as amended and modified by this Amendment. Nothing in this... Amendment extinguishes, novates or releases any right, claim, lien, security interest or entitlement of the Lenders created by or contained in any of such documents nor is the Borrower nor any Guarantor released from any covenant, warranty or obligation created by or contained herein or therein. View More

Ratification. The terms and provisions set forth in this Agreement shall modify and supersede all inconsistent terms and provisions set forth in the Loan Agreement and the other Transaction Documents, and, except as expressly modified and superseded by this Agreement, the terms and provisions of the Loan Agreement and the other Transaction Documents are ratified and confirmed and shall continue in full force and effect. The Exela Parties, Lenders, LC Bank and Administrative Agent agree that the Loan Agreement... and the other Transaction Documents shall continue to be legal, valid, binding and enforceable in accordance with their respective terms. Each such party agrees that this Agreement is not intended to and shall not cause a novation with respect to any or all of the obligations under the Loan Agreement. View More

Ratification. All terms and conditions of the Merger Agreement other than as expressly modified by this Amendment, are hereby ratified and confirmed in all respects and shall be in full force and effect and the provisions of the Merger Agreement shall apply to the terms and conditions of the Merger Agreement as amended by this Amendment.

Ratification. The Note, Purchase Agreements and other Transaction Documents, which are incorporated by reference as though set forth in full herein, are hereby ratified and affirmed in all respects, and remain in full force and effect. Except as expressly provided herein, the execution of this Amendment shall not operate as a waiver of any right, power or remedy of the Investor, constitute a waiver of any provision of any of any Transaction Document or serve to effect a novation of the obligations under any T...ransaction Document. Except as expressly provided herein, all Transaction Documents between Company and Investor shall continue in full force and effect and nothing herein shall act as a waiver of any of the Investor's rights under any of the foregoing. View More

Ratification. Landlord and Tenant each hereby reaffirm its rights and obligations under the Lease and all Exhibits, including, without limitation, Section 17 of Exhibit D, as modified by this Amendment. In the event of a conflict or ambiguity between the Lease and this Amendment, the terms and provisions of this Amendment shall control.

Ratification. Landlord and Tenant each hereby reaffirm its rights and obligations under the Lease and all Exhibits, including, without limitation, Section 17 of Exhibit D, as modified by this Amendment. In the event of a conflict or ambiguity between the Lease and this Amendment, the terms and provisions of this Amendment shall control. 4 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute... one Amendment. Execution copies of this Amendment may be delivered by email, and the parties hereto agree to accept and be bound by scanned signatures transmitted via email hereto, which signatures shall be considered as original signatures with the transmitted Amendment having the same binding effect as an original signature on an original Amendment. Green Valley Group, LLC Broken Arrow Herbal Center, Inc. By: /s/ Bryan McLaren By: /s/ Delano Phillips Name: Bryan McLaren Name: Delano Phillips Title: Authorized Agent Title: Counsel/Authorized Agent Landlord Tenant May 29, 2020 May 29, 2020 5 EX-10.3 4 ea122602ex10-3_zoned.htm FIRST AMENDMENT TO LICENSED MEDICAL MARIJUANA FACILITY TRIPLE NET (NNN) LEASE AGREEMENT DATED AS OF MAY 31, 2020, BY AND BETWEEN GREEN VALLEY PROPERTIES, LLC AND BROKEN ARROW HERBAL CENTER, INC. Exhibit 10.3 FIRST AMENDMENT TO LICENSED MEDICAL MARIJUANA FACILITY TRIPLE NET (NNN) LEASE AGREEMENT This First Amendment to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement (the "Amendment") is made this 31st day of May 2020 (the "Effective Date"), by and between Green Valley Group, LLC ("Landlord") and Broken Arrow Herbal Center, Inc. ("Tenant"), collectively (the "Parties"). RECITALS A. The Parties entered into a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 (the "Lease") for the premises commonly known as 1732 West Commerce Point Plaza, Green Valley, Arizona 85614 (the "Premises"). B. The parties hereto desire to amend the Lease in accordance with the terms below as of the Effective Date. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows: AMENDMENT 1. Defined Terms. Terms in this Amendment shall have the same meaning as such terms have in the Lease unless otherwise noted in this Amendment. View More

Ratification. Landlord and Tenant each hereby reaffirm its rights and obligations under the Lease and all Exhibits, including, without limitation, Section 17 of Exhibit D, as modified by this Amendment. In the event of a conflict or ambiguity between the Lease and this Amendment, the terms and provisions of this Amendment shall control. 4 4. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute... one Amendment. Execution copies of this Amendment may be delivered by email, and the parties hereto agree to accept and be bound by scanned signatures transmitted via email hereto, which signatures shall be considered as original signatures with the transmitted Amendment having the same binding effect as an original signature on an original Amendment. Kingman Property Group, LLC CJK, Inc. By: /s/ Bryan McLaren By: /s/ Delano Phillips Name: Bryan McLaren Name: Delano Phillips Title: Authorized Agent Title: Counsel/Authorized Agent Landlord Tenant May 29, 2020 May 29, 2020 5 EX-10.4 5 ea122602ex10-4_zoned.htm FIRST AMENDMENT TO LICENSED MEDICAL MARIJUANA FACILITY TRIPLE NET (NNN) LEASE AGREEMENT DATED AS OF MAY 31, 2020, BY AND BETWEEN KINGMAN PROPERTY GROUP, LLC AND CJK, INC. Exhibit 10.4 FIRST AMENDMENT TO LICENSED MEDICAL MARIJUANA FACILITY TRIPLE NET (NNN) LEASE AGREEMENT This First Amendment to the Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement (the "Amendment") is made this 31st day of May 2020 (the "Effective Date"), by and between Kingman Property Group, LLC ("Landlord") and CJK, Inc. ("Tenant"), collectively (the "Parties"). RECITALS A. The Parties entered into a Licensed Medical Marijuana Facility Triple Net (NNN) Lease Agreement dated May 1, 2018 (the "Lease") for the premises commonly known as 2095 Northern Avenue, Kingman, Arizona 86409 (the "Premises"). B. The parties hereto desire to amend the Lease in accordance with the terms below as of the Effective Date. NOW, THEREFORE, in consideration of the mutual covenants herein contained, and for good and valuable consideration, the sufficiency and receipt of which are acknowledged, the parties agree as follows: AMENDMENT 1. Defined Terms. Terms in this Amendment shall have the same meaning as such terms have in the Lease unless otherwise noted in this Amendment. View More

Ratification. To the extent not otherwise modified herein, or in documents delivered pursuant hereto, the Loan Agreement and all of the Loan Documents are hereby ratified and confirmed.