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Notwithstanding anything herein on the contrary, if the Closing Date does not happen within five Business Days of the date hereof, this Agreement shall terminate and be null and void. “Voting Stock” means Capital Stock of any Person having odd power to vote in the election of any member of the board of directors or any manager, trustee or other controlling persons of such Person and any Capital Stock of such Person convertible or exchangeable without restriction at the possibility of the holder thereof into Capital Stock of such Person described in clause of this definition.

The Company covenants to take care of the registration of the Common Stock under Section 12 or 12 of the Exchange Act and to timely file all reviews required to be filed by the Company after the date hereof pursuant to the Exchange Act even when the Company just isn’t then subject to the reporting necessities of the Exchange Act. Such Purchaser, either alone or along with its representatives, has such data, sophistication and experience in business and monetary issues so as to be able to evaluating the deserves and risks of the potential investment in the Securities, and has so evaluated the merits and risks of such investment.

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No Person has any right to cause any Company Party to effect the registration beneath the Securities Act of any securities of any Company Party, aside from the Purchasers. No Company Party is, or is an Affiliate of , an “investment company” within the meaning of the Investment Company Act of 1940, as amended. Each Company Party shall conduct its business in a fashion so that it’ll not become an “funding company” topic to registration under the Investment Company Act of 1940, as amended. Assuming the accuracy of each Purchaser’s representations and warranties set forth in Section 3.1, no registration underneath the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder doesn’t contravene the principles and laws of the Trading Market. Any real property and services held underneath lease by any Company Party are held by them beneath legitimate, subsisting and enforceable leases with which the Company Parties get together thereto are in compliance.

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The Borrower is not going to use, directly or indirectly, any a part of the proceeds of any Note hereunder to fund, and none of the Borrower or its Related Parties, either instantly or indirectly , are engaged in any operations involving, the financing of any investments or activities in, or any funds to, a Sanctioned Person. The Company has not knowingly granted, and there’s no and has been no Company policy or apply to knowingly grant, stock choices prior to, or otherwise knowingly coordinate the grant of inventory options with, the discharge or different public announcement of material info relating to the Company or its Subsidiaries or their financial outcomes or prospects. No Disagreements with Accountants and Lawyers. There are no disagreements of any kind presently existing, or fairly anticipated by any Company Party to come up, between the Company and the accountants and attorneys formerly or presently employed by the Company and the Company is present with respect to any fees owed to its accountants and lawyers which might have an effect on the Company’s capacity to carry out any of its obligations under any of the Transaction Documents.

Hearth Party Package Deal

“Rule 144” means Rule a hundred and forty four promulgated by the Commission pursuant to the Securities Act, as such Rule could also be amended every so often, or any comparable rule or regulation hereafter adopted by the Commission having substantially the identical impact as such Rule. “Regulation” means, all worldwide, federal, state, provincial and local legal guidelines (whether civil or common regulation or rule of fairness and whether or not U.S. or non- U.S.), treaties, constitutions, statutes, codes, tariffs, guidelines, tips, regulations, writs, injunctions, orders, judgments, decrees, ordinances and administrative or judicial precedents or authorities, together with, in every case whether or not or not having the pressure of legislation, the interpretation or administration thereof by any Governmental Authority, all insurance policies, suggestions or steerage of any Governmental Authority and all administrative orders, directed duties, directives, requirements, requests. “Interest Rate Agreement” means any rate of interest swap agreement, rate of interest cap settlement, interest rate collar settlement, rate of interest hedging settlement or other comparable settlement or arrangement. “GAAP” means United States typically accepted accounting rules as in effect every so often, applied constantly all through the durations referenced and consistently with the principles and requirements set forth within the opinions and pronouncements of the Financial Accounting Standards Board or any successor entity, to the extent according to such rules, generally accepted business practices and to the extent according to such principles and practices, the past practices of the Company as reflected in its financial statements delivered to the Purchasers. “Currency Agreement” means any foreign exchange contract, currency swap agreement, futures contract, choice contract, synthetic cap or different similar settlement or arrangement.

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Killing Kittens Kk Party