Ratification Contract Clauses (3,429)

Ratification. Except as otherwise expressly provided herein, each Transaction Document, is, and shall continue to be, in full force and effect and is hereby ratified and confirmed in all respects, except that (i) all references in the Securities Purchase Agreement to "this Agreement", "hereto", "hereof", "hereunder" or words of like import referring to the Securities Purchase agreement shall mean the Securities Purchase Agreement as amended by the First Amendment and this Agreement and (ii) on and after the... Closing Date all references in the Warrants to "this Warrant", "hereto", "hereof", "hereunder" or words of like import referring to the Warrants shall mean the Warrants as amended by the First Amendment and this Agreement. 4 4. Representations and Warranties. The Investor represents and warrants to each of Apricus and Seelos, and each of Apricus and Seelos, severally and not jointly, represents and warrants to the Investor as of the date hereof and as of the Effective Time that: Such Person is an entity duly organized and validly existing under the laws of the jurisdiction of its formation, has the requisite power and authority to execute and deliver this Agreement and to carry out and perform all of its obligations under the terms of this Agreement; this Agreement has been duly executed and delivered on behalf of such Person, and this Agreement constitutes the valid and legally binding obligation of such Person enforceable against such Person in accordance with its terms, except as such enforceability may be limited by general principles of equity or to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation and other similar laws relating to, or affecting generally, the enforcement of applicable creditors' rights and remedies; the execution, delivery and performance by such Person of this Agreement and the consummation by such Person of the transactions contemplated hereby will not (i) result in a violation of the organizational documents of such Person, (ii) conflict with, or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which such Person is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws) applicable to such Person, except in the case of clause (ii) and (iii) above, for such conflicts, defaults, rights or violations which would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of such Person to perform its obligations hereunder. View More

Ratification. As amended hereby, the Lease is hereby ratified and confirmed and remains in full force and effect.

Ratification. Lessee hereby represents and warrants to Lessor that (i) the execution and delivery of this Second Amendment has been fully authorized by all necessary company action and (ii) the person executing this Second Amendment has the requisite authority to do so and has the authority and power to bind Lessee on whose behalf such party has signed.

Ratification. Except to the extent hereby amended, the Existing Credit Agreement and each of the other Loan Documents remain in full force and effect and are hereby ratified and affirmed as of the Amendment Effective Date. Each Borrower expressly confirms that, with effect from (and including) the Amendment Effective Date, the Security Documents shall apply and extend to the liabilities and obligations of each relevant Borrower under the Amended Credit Agreement and the other Loan Documents.

Ratification. Tenant confirms and ratifies that, as of the date hereof: (a) Tenant is the Tenant under the Lease and has neither assigned the Lease as Amended nor subleased any portion of the Premises; (b) the Lease as Amended is and remains in good standing and in full force and effect; (c) Landlord is not in default of any of its obligations under the Lease as Amended nor, to Tenant's knowledge, has any event occurred which, with the giving of notice of the passage of time or both would constitute a... default by Landlord under the Lease as Amended; and (d) Tenant 3 11. Binding Effect/Governing Law. Except as modified hereby, the Lease shall remain in full force and effect, and shall be binding upon Landlord and Tenant and their respective successors and assigns. This Second Amendment shall be governed by the laws of the State of New Jersey. View More

Ratification. Except as amended by this Amendment, the Lease has not been amended, and the parties ratify and confirm the Lease, as amended by this Amendment, as being in full force and effect.

Ratification. Except as expressly modified herein and hereby, the Credit Agreement and the other Loan Documents are hereby ratified and confirmed and shall be and remain in full force and effect in accordance with their respective terms, and this Amendment shall not be construed to waive or impair any rights, powers or remedies of Administrative Agent or any Lender under the Credit Agreement or the other Loan Documents. In the event of any inconsistency between the terms of this Amendment and the Credit... Agreement or the other Loan Documents, this Amendment shall govern. This Amendment shall be construed without regard to any presumption or rule requiring that it be construed against the party causing this Amendment or any part hereof to be drafted. 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. 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. Except as amended hereby, the terms and conditions of the Lease shall remain unaffected and in full force and effect throughout the balance of the Term, as extended hereby. From and after the date hereof, all references to the "Lease" shall mean the Lease as amended hereby. Additionally, Landlord and Tenant each confirms and ratifies that, as of the date hereof and to its actual knowledge, (a) the Lease is and remains in good standing and in full force and effect, and (b) neither party has any... claims, counterclaims, set-offs or defenses against the other party arising out of the Lease or the Premises or in any way relating thereto or arising out of any other transaction between Landlord and Tenant. The submission of drafts of this document for examination and negotiation does not constitute an offer, or a reservation of or option for any of the terms and conditions set forth in this Sixth Amendment, and this Sixth Amendment shall not be binding upon Landlord or Tenant unless and until Landlord shall have executed and delivered a fully executed copy of this Sixth Amendment to Tenant. View More

Ratification. Except as expressly amended or waived hereby, the terms and provisions of the Warrant remain unchanged, are and shall remain in full force and effect unless and until modified or amended in writing in accordance with their terms, and are hereby ratified and confirmed. This Amendment shall be considered one of the Loan Documents and any reference to "Loan Documents" contained in the Credit Agreement or any document, instrument or agreement executed in connection with the Credit Agreement shall... be deemed to include this Amendment. View More