Common use of Authority of Sellers Clause in Contracts

Authority of Sellers. Each Seller and Parent have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent (a) Sellers have all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements to which such Seller or Parent, as applicable, is a partyAgreement, to carry out its their obligations hereunder and thereunder under this Agreement and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution and delivery by such Seller and Parent Sellers of this Agreement and any each of the agreements, certificates and documents required to be delivered by Sellers pursuant to the terms of this Agreement and listed in Section 3.01(a) of the Disclosure Schedules (the “Seller Ancillary Agreement to which such Seller or Parent, as applicable, is a partyAgreements”), the performance by such Seller and Parent, as applicable, Sellers of their obligations hereunder under this Agreement and thereunder the Seller Ancillary Agreements, and the consummation by such Seller and Parent Sellers of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action necessary action, if any, on the part of such Seller and Parent, as applicableSellers. This Agreement has and each of the Seller Ancillary Agreements have been duly executed and delivered by each Seller and ParentSellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes and each of the Seller Ancillary Agreements constitute a legal, valid and binding obligation of each Seller and Parentof the Sellers, enforceable against each Seller and Parent, as applicable, Sellers in accordance with its their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity). (b) Lucky Good Dog is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware and has all necessary limited liability company power and authority to own its Interests and to execute, deliver and perform its obligations under this Agreement and each of the Seller Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby.

Authority of Sellers. Each Seller has, upon entry of the Sale Order and Parent have Bankruptcy Court approval, all necessary corporate requisite power and authority to enter into execute and deliver this Agreement and each Seller has, upon entry of the Ancillary Agreements Sale Order and Bankruptcy Court approval, all requisite power and authority to which execute and deliver each other agreement, document, instrument or certificate contemplated by this Agreement or to be executed by such Seller or Parent, as applicable, is a partyin connection with the consummation of the transactions contemplated by this Agreement (the “Sellers Documents”), to carry out its perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder Sellers Documents and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been will be duly authorized by all requisite corporate action on the part of such each Seller and Parent, as applicableprior to the Closing. This Agreement has been been, and each of the Sellers Documents will be at or prior to the Closing, duly executed and delivered by each Seller and Parent, which is a party thereto and (assuming the due authorization, execution and delivery by Buyerthe other parties hereto and thereto, the entry of the Sale Order) this Agreement constitutes a constitutes, and each of the Sellers Documents when so executed and delivered will constitute, legal, valid and binding obligation obligations of each Seller and ParentSeller, enforceable against each Seller and Parent, as applicable, the Sellers in accordance with its their respective terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar Laws affecting creditors’ rights generally and by remedies generally, and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. (a) Each Seller and Parent have all necessary corporate has full power and authority to enter into execute, deliver and perform this Agreement and all of the Seller Ancillary Agreements. The execution, delivery and performance of this Agreement and the Seller Ancillary Agreements to which such by each Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized and approved by all requisite corporate action on such Seller's board of directors, and, in the part case of such Seller and the Subsidiaries, by Parent, as applicablethe sole stockholder, and do not require any further authorization or consent of any Seller or its stockholders. This Agreement has been duly authorized, executed and delivered by each Seller and Parentis the legal, valid and binding obligation of each Seller enforceable in accordance with its terms, except as such legality, validity, binding effect or enforcement may be limited by bankruptcy, insolvency or similar laws affecting creditors' rights generally or by equitable principles relating to the availability of remedies, and (assuming due authorization, each of the Seller Ancillary Agreements has been duly authorized by each Seller and upon execution and delivery by Buyer) this Agreement constitutes each Seller that is a party to such Seller Ancillary Agreement, will be a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability legality, validity, binding effect or enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws laws affecting creditors’ ' rights generally or by equitable principles relating to the availability of remedies. (b) Except as set forth in SCHEDULE 5.3, neither the execution and by general principles delivery of equity this Agreement or any of the Seller Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (regardless of whether enforcement is sought i) conflict with, result in a Proceeding at Law or in equity). When each breach of the Ancillary Agreements terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, under (A) the charter or by-laws of any Seller, (B) any Seller Agreement, (C) any other material note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which each any Seller or Parent, as applicable, is a party has been duly executed and delivered or any of the Purchased Assets is subject or by such which any Seller is bound, (D) any Court Order to which any Seller is a party or any of the Purchased Assets is subject or by which any Seller is bound, or (E) any Requirements of Laws affecting any Seller or Parentthe Purchased Assets; or (ii) require the approval, as applicable (assuming due authorizationconsent, execution and delivery authorization or act of, or the making by each other party thereto)Seller or either Division of any declaration, such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parentfiling or registration with, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)any Person.

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company, as applicable, power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company, as applicable, action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a Proceeding at Law equity or in equity)law. When each of the Ancillary Agreements other Transaction Document to which each any Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent conveyance or similar Laws laws generally affecting creditors’ the rights generally of creditors and by subject to general principles of equity (equity, regardless of whether enforcement is sought in a Proceeding at law equity or in equity)law.

Authority of Sellers. Each Seller and Parent (a) Sellers have all necessary corporate full power and authority to enter into execute, deliver and, subject to the entry of the Bankruptcy Court Order, perform this Agreement and each of the Ancillary Agreements Documents to which such Seller or Parent, as applicable, is it will be a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery by such Seller and Parent performance of this Agreement and any such Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance Documents by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby Sellers have been duly authorized and approved by all requisite corporate action on the part board of such Seller directors of each Seller, are in accordance with the Bankruptcy Code and Parent, as applicabledo not require any further authorization or consent of Sellers or their respective shareholders. This Agreement has been duly authorized, executed and delivered by each Seller and Parentand, and (assuming due authorizationsubject to the entry of the Bankruptcy Court Order, execution and delivery by Buyer) this Agreement constitutes a is the legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements Document to which each any Seller is or Parent, as applicable, is will be a party has been duly executed and delivered authorized by such Seller or ParentSeller, as applicable (assuming due authorizationapplicable, and upon execution and delivery by each other party thereto)such Seller, such Ancillary Agreement constitutes as applicable, and subject to the entry of the Bankruptcy Court Order, will be a legal legal, valid and binding obligation of such Seller and ParentSeller, as applicable, enforceable against it in accordance with its terms. (b) Except as set forth in Section 5.3 of the Disclosure Schedule or as triggered by the Filing, and subject to the entry of the Bankruptcy Court Order, neither the execution and delivery of this Agreement or any of such Ancillary Documents or the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof will: (i) conflict with, result in a breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon the Equity Interests or any of the Purchased Assets, under (1) the charter or bylaws of any Seller, (2) any material Seller Agreements, (3) any Governmental Permits, (4) any other note, instrument, agreement, mortgage, lease, license, franchise, permit or other authorization, right, restriction or obligation to which any Seller is a party or any of the Equity Interests or the Purchased Assets is subject or by which any Seller is bound, (5) any Court Order to which any Seller is a party or the Equity Interests or any of the Purchased Assets is subject or by which any Seller is bound, or (6) any Requirements of Law affecting any Seller, the Equity Interests or the Purchased Assets; or (ii) require the approval, consent, authorization or act of, or the making by any Seller of any declaration, filing or registration with, any Person except as such enforceability may be limited required by bankruptcythe Bankruptcy Code or Bankruptcy Court. (c) Except to the extent that the requisite consent of a Person is obviated by the Bankruptcy Court Order, insolvencySection 5.3 of the Disclosure Schedule lists all Persons that are parties to the Seller Agreements or the Governmental Permits, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles whose consent is required for the consummation of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the transactions contemplated hereunder.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, it is a party, the performance by such Seller and Parent, as applicable, it of their its obligations hereunder and thereunder and the consummation by such Seller and Parent it of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyers) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. Each Subject to the consents set forth in Section 4.03 of the Disclosure Schedules, each Seller and Parent have all necessary corporate has full limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and Parenteach Principal Member, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller Sellers and Parent, Principal Members enforceable against each Seller Sellers and Parent, as applicable, Principal Members in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements Transaction Document to which each a Seller or Parent, as applicable, a Principal Member is a or will be party to has been duly executed and delivered by such Seller or Parent, as applicable Principal Member (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, or such Principal Member enforceable against it or him in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general application affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements each agreement, document and instrument to which be executed and delivered by such Seller or Parent, as applicable, is a party, pursuant to this Agreement and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by such each Seller and Parent of this Agreement and any Ancillary Agreement to which each such Seller or Parentother agreement, as applicable, is a party, the performance by such Seller document and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby instrument have been duly authorized by all requisite necessary corporate action of such Seller and no other action on the part of such Seller and Parent, as applicableis required in connection therewith. This Agreement has been duly and each agreement, document and instrument executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) pursuant to this Agreement constitutes a legalconstitutes, or when executed and delivered will constitute, valid and binding obligation obligations of each such Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its their terms, except as such enforceability to the extent that enforcement of the rights and remedies created hereby and thereby may be limited affected by bankruptcy, insolvency, reorganization, moratorium or moratorium, insolvency and similar Laws laws of general application affecting creditors’ the rights generally and remedies of creditors and by general principles equity principles. Except as specifically identified on SCHEDULE 2.4, the execution, delivery and performance by each Seller of equity this Agreement and each such agreement, document and instrument: (regardless i) does not and will not violate any provision of whether enforcement is sought the organizational documents of such Seller; (ii) does not and will not violate any applicable law, order, judgment, decree, rule or regulation of any court or any governmental body having jurisdiction over either Seller or any of the Subject Assets or require either Seller to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise), except for (A) any filings required to be made under the Hart-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and (B) consents of third parties that are required to transfer or assign to Buyer any Subject Assets or assigns the benefits of or delegate performance with regard thereto; and (iii) does not and will not result in a Proceeding at Law breach of, constitute a default under, accelerate any obligation under, give rise to a right of termination of, or in equity). When each of the Ancillary Agreements permit any third party to exercise any additional rights under, any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which each either Seller or Parent, as applicable, is a party has been duly executed and delivered or by such which the property of either Seller is bound or Parentaffected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Subject Assets, other than a Permitted Encumbrance arising as applicable a result of the transactions contemplated hereby, except in each case (assuming due authorization, execution and delivery by each other party theretoi), such Ancillary Agreement constitutes (ii) or (iii) which would not have a legal material adverse effect on the Subject Assets and binding obligation of such Seller and Parent, the Business taken as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)whole.

Authority of Sellers. Each Seller and Parent have all necessary has full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each such Seller and Parent, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles except that equitable remedies may be granted only in the discretion of equity (regardless a court of whether enforcement is sought in a Proceeding at Law or in equity)competent jurisdiction. When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or insolvency and other similar Laws laws affecting creditors’ the rights of creditors generally and by general principles except that equitable remedies may be granted only in the discretion of equity (regardless a court of whether enforcement is sought in a Proceeding at law or in equity)competent jurisdiction.

Authority of Sellers. Each Such Seller is (i) an individual and Parent have all necessary corporate power resident of the state listed in the Preamble of this Agreement; or (ii) a limited liability company duly organized, validly and authority in good standing under the Laws of its jurisdiction of incorporation, as applicable. Such Seller has the full legal capacity to enter into this Agreement and the Ancillary Agreements Documents to which such Seller or Parent, as applicable, he is a party, to carry out its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parentsuch Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each such Seller and Parent, enforceable against each such Seller and Parent, as applicable, in in‌ accordance with its terms, except as such enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and similar Laws and equitable principles affecting creditors’ rights and remedies generally and by (ii) general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law or in equity) and (iii) Federal Cannabis Laws (collectively, the “Enforceability Exceptions”). When each of the Ancillary Agreements Document to which each such Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution execution, and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it such Seller in accordance with its terms, except as such enforceability may subject to the Enforceability Exceptions. Each Initial Seller represents and warrants to Buyer that it has the authority to cause the Drag Along Seller to be limited bound by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally this Agreement and by general principles of equity (regardless of whether enforcement the Ancillary Documents to which the Drag Along Seller is sought in a Proceeding at law or in equity)party.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its such Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby Transactions have been duly authorized by all requisite corporate action on the part of by such Seller, and no other act or proceeding by such Seller and Parent, as applicableis necessary to authorize this Agreement or the other Transaction Documents or the Transactions. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyereach other Party) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equityequitable principles). When each of the Ancillary Agreements other Transaction Document to which each a Seller is, or Parentwill be, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicableSeller, enforceable against it such Seller in accordance with its terms, terms (except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equityequitable principles).

Authority of Sellers. Each Parent, PNA and each Seller and Parent have has all necessary requisite corporate or limited liability company (as applicable) power and authority to enter into this Agreement and the each Ancillary Agreements Agreement to which such Seller or Parent, as applicable, it is a party, to carry out its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby herein and therebytherein and no other corporate or limited liability company (as applicable) proceedings on the part of each Seller are necessary to authorize such consummation. The execution execution, delivery and delivery by such Seller and Parent performance of this Agreement and any each Ancillary Agreement to which such Seller or it is a party by Parent, as applicable, is a party, the performance by such PNA and each Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have has been duly authorized by all requisite necessary corporate action on the part of such Seller and Parent, or limited liability company (as applicable) action. This Agreement has been duly and validly executed and delivered by Parent, PNA and each Seller and Parentand, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto)hereto, such Ancillary Agreement constitutes a legal the legal, valid and binding obligation of such Seller and Parent, as applicablePNA and such Seller, enforceable against it Parent, PNA and such Seller in accordance with its terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, reorganizationmoratorium, moratorium reorganization or similar Laws affecting from time to time in effect which affect creditors’ rights generally or (b) legal and equitable limitations on the availability of specific remedies (the “Enforceability Exceptions”). Each Ancillary Agreement will be duly and validly executed and delivered by general principles each Seller that will be a party thereto at or prior to the applicable Closing, and upon such execution and delivery (assuming such Ancillary Agreement constitutes a valid and binding obligation of equity (regardless each other party thereto) will constitute the legal, valid and binding obligation of whether enforcement is sought such Seller, enforceable against such Seller in a Proceeding at law or in equity)accordance with its respective terms, subject to the Enforceability Exceptions.

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyer and DRH) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, Sellers enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is a will be party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parentsuch Seller, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Legal Proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Legal Proceeding at law or in equity).

Authority of Sellers. Each Seller Sellers have the full right, authority and Parent have all necessary corporate power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of Sellers pursuant to this Agreement (the Ancillary Agreements to which such Seller or Parent, as applicable, is a party, "Sellers Documents") and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by such Seller and Parent Sellers of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby Sellers Documents have been duly authorized by all requisite corporate necessary action of Sellers and no other action on the part of such Seller and Parent, as applicableSellers is required in connection therewith. This Agreement has been duly and Sellers Documents executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) Sellers pursuant to this Agreement constitutes a legalconstitute, or when executed and delivered will constitute, valid and binding obligation obligations of each Seller and Parent, Sellers enforceable against each Seller and Parent, as applicable, in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar Laws laws affecting creditors’ rights generally ' rights. The execution, delivery and performance by general principles Sellers of equity this Agreement, Sellers Documents and the consummation of the transactions contemplated hereby or thereby: (regardless a) Does not and will not violate any laws of whether enforcement is sought the United States, or any state or other jurisdiction applicable to Sellers or require Sellers to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; (b) Does not and will not result in a Proceeding at Law breach of, constitute a default under, accelerate any obligation under, or in equity). When each give rise to a right of termination of any indenture, loan or credit agreement or any other agreement, contract instrument mortgage, lien, lease, permit authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which Sellers are a party or by which any of the Ancillary Agreements to which each Seller property of Sellers are bound or Parentaffected, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation result in the creation or imposition of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles any Lien on any of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)the Subject Assets.

Authority of Sellers. Each Seller and Parent have has all necessary corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSellers, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and ParentSellers, enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ ' rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have all necessary has full corporate power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which each such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such each Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which each such Seller or Parent, as applicable, is a party, the performance by such each Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such each Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableeach Seller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by BuyerBuyer Group) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with its terms, except as such the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws other laws affecting creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements other Transaction Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as the applicable Sellers (assuming due authorization, execution and delivery by each other party (other than the Sellers) thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, the applicable Sellers enforceable against it them in accordance with its terms, except as such the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or similar Laws other laws affecting creditors’ rights generally and or by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Seller has full right, authority and Parent have all necessary corporate power and authority to enter into this Agreement and the each agreement, document and instrument to be executed and delivered by Sellers pursuant to this Agreement (collectively, "Sellers' Ancillary Agreements to which such Seller or ParentDocuments"), as applicable, is a party, and to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by such Seller and Parent Sellers of this Agreement and any Sellers' Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby Documents have been duly authorized by all requisite corporate necessary action of each Seller and its directors and stockholders, and no other action on the part of such any Seller and Parent, as applicableor its stockholders is required in connection therewith. This Agreement has been duly and each of Sellers' Ancillary Documents constitute, or when executed and delivered by each Seller and Parent, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legalwill constitute, valid and binding obligation obligations of each Seller and Parent, the Sellers enforceable against each Seller and Parent, as applicable, in accordance with its their terms, subject to laws of general application affecting creditor's rights. The execution, delivery and performance by Sellers of this Agreement and each of Sellers' Ancillary Documents: (i) does not and will not violate any provision of the Articles of Incorporation, Bylaws or other charter documents of any Seller; (ii) does not and will not violate any laws of the United States, or any state or other jurisdiction applicable to Sellers, or require Sellers to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (iii) does not and will not result in a breach of, constitute a default under, accelerate any obligation under, or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which any Seller is a party or by which the property of any Seller is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charges or encumbrance on any of the Acquired Assets, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements to which each Seller or Parent, as applicable, is a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)specifically identified on Schedule 2.5.

Authority of Sellers. (a) In the case of each Seller which is not a natural person, as indicated on Annex A hereto, such Seller is a duly and validly organized and existing corporation, partnership, limited liability company or other entity, as the case may be. Each Seller and Parent have all necessary corporate power of the Sellers has the full legal right, power, capacity and authority to enter into execute and deliver this Agreement and all of the Ancillary Agreements other agreements and instruments to which be executed and delivered by the such Seller or Parentto Buyer pursuant hereto (collectively, as applicable, is a party, to carry out its obligations hereunder such agreements and thereunder and instruments of the Sellers being the “Seller Ancillary Agreements”) to consummate the transactions contemplated hereby and thereby. The execution thereby (including the sale, transfer and delivery by of such Seller Sellers’ Shares to Buyer as herein provided and Parent cancellation and termination of the Options ) and to comply with the terms, conditions and provisions hereof and thereof. (b) The execution, delivery and performance of this Agreement and any the Seller Ancillary Agreement to which such Seller or Parent, as applicable, is a party, Agreements by the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby Sellers have been duly authorized and approved by all requisite corporate necessary corporate, partnership or other action on the part of such Seller and Parentthe Sellers, as applicablethe case may be, and do not require any further authorization or consent of the Company, the Sellers or any other person. This Agreement has been constitutes and each Seller Ancillary Agreement, when duly executed and delivered by each Seller the Sellers and Parentthe other parties thereto, will constitute the legal, valid and binding agreement of the Sellers party thereto (assuming due authorizationand, execution in the case of the Share Escrow Agreement and delivery by Buyer) this Power of Attorney and the Option Escrow Agreement constitutes and Power of Attorney, a legal, valid and binding agreement and power of attorney) enforceable in accordance with their respective terms. Upon the execution and delivery by the Seller Representative (as hereinafter defined) of the Escrow Agreement, the Escrow Agreement will constitute the valid and binding obligation of each the Seller and ParentRepresentative, enforceable against each the Seller and Parent, as applicableRepresentative, in accordance with its terms. The Seller Representative has the requisite power and authority to enter into the Escrow Agreement and to fulfill the terms thereof contemplated thereby. (c) Except as set forth in Schedule 2.5(c), except as such enforceability may be limited none of the execution and delivery of this Agreement or of any of the Seller Ancillary Agreements, the consummation by bankruptcythe Sellers of any of the transactions contemplated hereby or thereby, insolvencyand compliance by the Sellers with or fulfillment by the Sellers of the terms, reorganizationconditions and provisions hereof or thereof will: (i) conflict with, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought result in a Proceeding at Law or in equity). When each breach of the Ancillary Agreements terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the assets or properties of the Sellers or of the Company under, the Certificate of Incorporation or By-laws of the Company, any note, instrument, agreement, mortgage, lease, license, franchise, Company Permit or judgment, order, award or decree to which each Seller any of the Sellers or Parent, as applicable, the Company is a party has been duly executed and delivered or any of the assets or properties of any of the Sellers or the Company is subject or by such Seller which any of the Sellers or Parentthe Company is bound, as applicable (assuming due authorizationor any statute, execution and delivery by each other party thereto), such Ancillary Agreement constitutes a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)regulatory provision affecting the Sellers or the Company or any of their respective assets or properties; or (ii) require the approval, consent, authorization or act of, or the making by any of the Sellers or the Company of any declaration, filing or registration with, any third party or any Governmental Body.

Authority of Sellers. Each Seller Bloxbiz and Parent have all necessary corporate each Founder has full power and authority (corporate or otherwise) to enter into this Agreement and the Ancillary Agreements Documents to which such Seller or Parent, as applicable, Bloxbiz and/or each Founder is a party, to carry out its such respective Seller's obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller Bloxbiz and Parent each Founder of this Agreement and any Ancillary Agreement Document to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicableeach Seller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, enforceable against each Seller and Parent, as applicable, in accordance with 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 principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity). When each of the Ancillary Agreements Document to which each Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such each Seller and Parent, as applicable, enforceable against it in accordance with 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 principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity).

Authority of Sellers. Each Seller and Parent have all necessary has full corporate or limited liability company power and authority to enter into this Agreement and the Ancillary Agreements other Transaction Documents to which such Seller or Parent, as applicable, is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such a Seller and Parent of this Agreement and any Ancillary Agreement other Transaction Document to which such Seller or Parent, as applicable, is a party, the performance by such a Seller and Parent, as applicable, of their its obligations hereunder and thereunder and the consummation by such a Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate or limited liability company action on the part of such Seller and Parent, as applicableSeller. This Agreement has been duly executed and delivered by each Seller and ParentSeller, and (assuming due authorization, execution and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each Seller and Parent, Sellers enforceable against each Seller and Parent, as applicable, Sellers in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at Law or in equity)equitable principles. When each of the Ancillary Agreements other Transaction Document to which each a Seller is or Parent, as applicable, is a will be party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement constitutes Transaction Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, fraudulent conveyance and other similar Laws laws of general appreciation affecting enforcement of creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a Proceeding at law or in equity)equitable principles.

Authority of Sellers. Each Such Seller is (i) an individual and Parent have all necessary corporate power resident of the state listed in the Preamble of this Agreement; or (ii) a limited liability company duly organized, validly and authority in good standing under the Laws of its jurisdiction of incorporation, as applicable. Such Seller has the full legal capacity to enter into this Agreement and the Ancillary Agreements Documents to which such Seller or Parent, as applicable, he is a party, to carry out its his obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by such Seller and Parent of this Agreement and any Ancillary Agreement to which such Seller or Parent, as applicable, is a party, the performance by such Seller and Parent, as applicable, of their obligations hereunder and thereunder and the consummation by such Seller and Parent of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of such Seller and Parent, as applicable. This Agreement has been duly executed and delivered by each Seller and Parentsuch Seller, and (assuming due authorization, execution execution, and delivery by Buyer) this Agreement constitutes a legal, valid and binding obligation of each such Seller and Parent, enforceable against each such Seller and Parent, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and similar Laws and equitable principles affecting creditors’ rights and remedies generally and by (ii) general principles of equity (regardless of whether enforcement is sought in a Proceeding proceeding at Law or in equity) and (iii) Federal Cannabis Laws (collectively, the “Enforceability Exceptions”). When each of the Ancillary Agreements Document to which each such Seller is or Parent, as applicable, is will be a party has been duly executed and delivered by such Seller or Parent, as applicable (assuming due authorization, execution execution, and delivery by each other party thereto), such Ancillary Agreement constitutes Document will constitute a legal and binding obligation of such Seller and Parent, as applicable, enforceable against it such Seller in accordance with its terms, except as such enforceability may subject to the Enforceability Exceptions. Each Initial Seller represents and warrants to Buyer that it has the authority to cause the Drag Along Seller to be limited bound by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally this Agreement and by general principles of equity (regardless of whether enforcement the Ancillary Documents to which the Drag Along Seller is sought in a Proceeding at law or in equity).party.‌