Recitals Contract Clauses (958)

Recitals. The recitals set forth above in the Recitals are true, accurate and correct.

Recitals. The recitals set forth above are incorporated herein by reference as if fully set forth in the body of this Amendment. Section 2. Defined Terms. Capitalized terms used and not specifically defined herein shall have the meanings given to such terms in the Loan Agreement. Section 3. Modification of Loan Agreement. The Loan Agreement is hereby amended to add Bell HNW Waterford, LLC, a Delaware limited liability as a co-tenant Borrower, and to modify the Loan Agreement to include the Co- Tenants mod...ifications described in Sections 5 and 6 below. Section 4. Modification of Summary of Loan Terms. Part I of the Summary of Loan Terms is hereby deleted in its entirety and replaced with the Part I set forth on Exhibit A attached hereto and made a part hereof. Section 5. Addition of Exhibit/Schedule 2 Addenda (Co-Tenants). Exhibit/Schedule 2 Addenda to Multifamily Loan and Security Agreement (Co-Tenants) attached hereto is hereby added to the Loan Agreement and made a part thereof. Section 6. Addition of Exhibit 3 Modifications to Multifamily Loan and Security Agreement (Co-Tenants). Exhibit 3 to Multifamily Loan and Security Agreement (Co-Tenants) attached hereto is hereby added to the Loan Agreement and made a part thereof. Section 7. Authorization. Borrower represents and warrants that Borrower is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations under the Loan Agreement, as amended hereby. Section 8. Compliance with Loan Documents. The representations and warranties set forth in the Loan Documents, as amended hereby, are true and correct with the same effect as if such representations and warranties had been made on the date hereof, except for such changes as are specifically permitted under the Loan Documents. In addition, Borrower has complied with and is in compliance with all of the covenants set forth in the Loan Documents, as amended hereby. Fannie Mae 08-13 © 2013 Fannie Mae Section 9. No Event of Default. Borrower represents and warrants that, as of the date hereof, no Event of Default under the Loan Documents, as amended hereby, or event or condition which with the giving of notice or the passage of time, or both, would constitute an Event of Default, has occurred and is continuing. Section 10. Costs. Borrower agrees to pay all fees and costs (including attorneys' fees) incurred by Fannie Mae and any Loan Servicer in connection with this Amendment. Section 11. Continuing Force and Effect of Loan Documents. Except as specifically modified or amended by the terms of this Amendment, all other terms and provisions of the Loan Agreement and the other Loan Documents are incorporated by reference herein and in all respects shall continue in full force and effect. Borrower, by execution of this Amendment, hereby reaffirms, assumes and binds itself to all of the obligations, duties, rights, covenants, terms and conditions that are contained in the Loan Agreement and the other Loan Documents, including Section 15.01 (Governing Law; Consent to Jurisdiction and Venue), Section 15.04 (Counterparts), Section 15.07 (Severability; Entire Agreement; Amendments) and Section 15.08 (Construction) of the Loan Agreement. Section 12. Counterparts. This Amendment may be executed in any number of counterparts with the same effect as if the parties hereto had signed the same document and all such counterparts shall be construed together and shall constitute one instrument. View More

Recitals. The above recitals are true and correct and, by this reference, are made a part of this Agreement proper, as though specified completely and specifically at length in this Agreement proper 2. Conversion of Indebtedness. The Indebtedness shall be, and hereby is, converted to 10,000,000 shares of the Company's Series B Voting Preferred Stock (the "Shares").

Recitals. The foregoing recitals are hereby incorporated by reference. Capitalized terms used but not otherwise defined herein shall have the meaning given in the Original Note.

Recitals. The Recitals set forth above are hereby incorporated herein and made a part of this Agreement by reference.

Recitals. 1.1 Landlord is the tenant of the owner of the certain real property located at xxxxxxxxxxxxxxxxxxxxxxxxxxxxx ("Owner") ("Premises"). The Premises are identified on the map attached hereto as Exhibit A and incorporated by reference herein. The property includes 220,000 square feet of greenhouses. 1.2 Subtenancy. The parties are entering into an agreement whereby Landlord is a tenant of Owner, and Tenant is subtenant of Landlord. 1.1.1 Further subtenancy. As described herein, Tenant, at its sole ...election, shall be permitted to sublease to one party only, namely to the California cannabis collective operating as VBF Brands, Inc., for as long as Tenant may be required to do so to comply with County or State law, or as Tenant may, by its own determination, consider it to be legally prudent to do so. ("Collective"). By Tenant's entry into this Agreement, Collective acquires no rights against Landlord or Owner, except as may be provided by law. Tenant agrees to enter into an agreement with Collective with substantially the same terms, as may be applicable, as this Agreement. Tenant agrees that it is responsible for all legal compliance that may be required by Collective. 1.3 Tenant shall have the exclusive right to cultivate cannabis within the greenhouse structure identified on Exhibit A as structure E, and the non-exclusive right, as described herein, to cultivate cannabis within the structure identified on Exhibit A as structure C (part of the packing building) ("Structures"). The greenhouse structures remaining on Exhibit A shall remain in the possession of Landlord or Owner, as per separate agreement, to which Tenant is not a party. 1.4 The Tenant intends to cultivate and process cannabis on the Premises, and to process and manufacture cannabis-related products, in full compliance with Monterey County and California State Law, and in accordance with the standards, policies, and implementation procedures established by Landlord, as partially enumerated herein, but as reasonably developed from time to time for the purposes of maintaining a high quality level farm, security, health and safety standards, and as close to (if not meeting or exceeding) organic standards as possible. 6 Plus Exhibits A and B 1.5 Obtaining all required commercial cannabis business licenses shall be the sole responsibility of Tenant as applicable. Landlord agrees, through Owner, to obtain the use permit entitlement through the Monterey County Resource Management Agency. If Tenant is unable to procure specifically manufacturing permitting and licensing under local or State law, this shall not affect the enforceability of this Agreement, whereas, if Tenant is unable to procure specifically cannabis permitting and licensing under local or State law, this shall affect the enforceability of this Agreement as provided herein (e.g., Sections 21, 22.2, et. seq). View More

Recitals. 2.1 On or about the date hereof the Creditor is entering into a Note Purchase and Mutual Release Agreement, a copy of which is annexed hereto as Exhibit B with the Company (the "Agreement"). 2.2 In consideration of the mutual promises in the Agreement and to induce the Creditor to execute the Agreement and for other good and valuable consideration, and as security for the performance by Company of its obligations under the Agreement and as security for the payment by the Company of all its monet...ary obligations in the Agreement and all other sums due from Company to Creditor arising under the Agreement, collectively, the "Obligations", Guarantor, for good and valuable consideration, receipt of which is acknowledged, has agreed to enter into this Guaranty. View More

Recitals. The above recitals are incorporated into this Agreement.

Recitals. The recitals set forth above are true and correct and are hereby incorporated in their entirety.

Recitals. This Release is made with reference to the following facts: Executive and Company are parties to an Employment Agreement dated September 23, 2016. That Employment Agreement provides that the Executive must execute a mutual general release and covenant not to sue not later than forty-five (45) days after Executive's Termination Date (as defined in the Employment Agreement) in order for Executive to receive the severance payment and benefits under the Employment Agreement. This Release is the mutu...al general release and covenant not to sue required by the Employment Agreement. View More