Common use of Authority; Approval Clause in Contracts

Authority; Approval. (a) Verano has all necessary limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including the Combination and the Verano Merger, except under Federal Cannabis Laws. No further act or proceeding on the part of Verano, the Verano Board or its members is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which Verano is a party. This Agreement and the Ancillary Documents to which Verano is a party have been (or will be at the Closing, as applicable) duly executed and delivered by Verano, and, assuming due authorization, execution and delivery by the other parties thereto, constitute (or will constitute at the Closing, as applicable) legal, valid and binding obligations of Verano, enforceable in accordance with their respective terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles and Federal Cannabis Laws). (b) The Verano Board has (i) determined that this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, including the Arrangement, the Verano Merger and the Combination, are in the best interests of Verano and its members; and (ii) approved the execution and delivery of this Agreement and each Ancillary Document to which Verano is a party, and the performance by Verano and the Verano Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, in each case in accordance with the DLLCA and the Governing Documents of Verano.

Authority; Approval. (a) Verano Such Company has all necessary limited liability company power and authority to execute and deliver this Agreement and the Ancillary Documents to which it is a party, and to consummate the transactions contemplated hereby and thereby, including the Combination and the Verano applicable Company Merger, except under Federal Cannabis Laws. No further act or proceeding on the part of Veranosuch Company, the Verano its Company Board or its members Members is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which Verano such Company is a party. This Agreement and the Ancillary Documents to which Verano such Company is a party have been (or will be at the Closing, as applicable) duly executed and delivered by Veranosuch Company, and, assuming due authorization, execution and delivery by the other parties thereto, constitute (or will constitute at the Closing, as applicable) legal, valid and binding obligations of Veranosuch Company, enforceable in accordance with their respective terms and conditions (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general equitable principles and Federal Cannabis Laws). (b) The Verano Such Company’s Company Board has (i) determined that this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, including the Arrangement, the Verano applicable Company Merger and the Combination, are in the best interests of Verano such Company and its membersMembers; and (ii) approved the execution and delivery of this Agreement and each Ancillary Document to which Verano such Company is a party, and the performance by Verano such Company and its Company Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents (subject to approval of a majority of the Members of each Company), in each case in accordance with the FRLLCA and the Verano Governing Documents of such Company. A majority of the Members of each Company have approved the execution and delivery of this Agreement and each Ancillary Document to which such Company is a party, and the performance by such Company and its respective Company Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, in each case in accordance with the DLLCA FRLLCA and the Governing Documents of Veranosuch Company. With respect to each Company, no further approval of its Members or Company Board is required in connection with the execution, delivery and performance by such Company and its Subsidiaries of their obligations under this Agreement or the Ancillary Agreements of such Company.

Authority; Approval. (a) Verano Assuming the approval of the Unitholders, the Company has all necessary limited liability company power and authority to execute enter into and deliver perform its obligations under this Agreement and the Ancillary Documents to which it is a party. The execution, delivery and performance by the Company of this Agreement and any Ancillary Document to consummate which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby, including the Combination and the Verano Merger, except under Federal Cannabis Laws. No further act or proceeding thereby have been duly authorized by all requisite action on the part of Verano, the Verano Board or its members is necessary to authorize the execution, delivery and performance of this Agreement and the Ancillary Documents to which Verano is a partyCompany. This Agreement and the Ancillary Documents to which Verano is a party have has been (or will be at the Closing, as applicable) duly executed and delivered by Veranothe Company, and, and (assuming due authorization, execution and delivery by the each other parties thereto, constitute (or will constitute at the Closing, as applicableParty) this Agreement constitutes a legal, valid and binding obligations obligation of Verano, the Company enforceable against the Company in accordance with their respective terms and conditions (its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws affecting creditors’ rights generally and by general equitable principles of equity. When each Ancillary Document to which the Company is or will be a party has been duly executed and Federal Cannabis Lawsdelivered by the Company (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar laws affecting creditors’ rights generally and by general principles of equity. (b) The Verano Company Board has (i) determined that approved this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby, including the Arrangement, the Verano Merger and pursuant to the Combination, are in Voting Agreements the best interests requisite number of Verano Unitholders have agreed to adopt and its members; and (ii) approved the execution and delivery of approve this Agreement and each Ancillary Document to which Verano is a party, and the performance by Verano and Merger at the Verano Subsidiaries of their respective obligations under this Agreement and such Ancillary Documents, in each case in accordance with the DLLCA and the Governing Documents of VeranoUnitholders Meeting.