Common use of Development of the Business Clause in Contracts

Development of the Business. (a) Ecosphere shall cause the Company to commence, pursue and complete the actions set forth in the Business Plan and to use the proceeds of the Note in accordance with the Use of Proceeds set forth in Schedule 5.18. (b) Ecosphere will use all commercially reasonable best efforts to maintain the Grower Agreements in effect through their respective stated termination dates. Ecosphere will not initiate any of its enforcement rights under or amend any of the Grower Agreements, or take any action with respect to the Grower Agreements that could reasonably be expected to adversely affect the Investor’s expected financial returns under the Ancillary Agreements, without the prior written consent of the Investor. (c) The Company covenants that it is conducting and will conduct its business and operations in compliance with all applicable laws, including without limitation the provisions of RCW 69.50 of the laws of the State of Washington and WAC 314-55 of the Regulations of the State of Washington, except as provided on Schedule 6.1(c), and will maintain all Company Permits and not cause a default under any Company Permit. (d) If the Company fails to make any payment to the Investor required by any agreement between them inluding the Note, the Company covenants that it will not enter into any agreement, loan, lease, royalty agreement or other transaction between the Company and (i) any Interested Person or (iii) any entity in which an Interested Person has any direct or indirect interest, in each case without the prior written consent of the Investor. (e) If the Company fails to make any payment to the Investor required by any agreement between them inluding the Note, the Company covenants that it will not make or effect, and Ecosphere covenants that it will not accept, any distributions or dividends to Ecosphere or any owner of the Company without the prior written consent of the Investor.