Authorization; No Restrictions, Consents or Approvals. Alamo CBD has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD and constitutes the legal, valid, binding and enforceable obligation of Alamo CBD, enforceable against Alamo CBD in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD of the Transactions contemplated hereby do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD or any applicable law relating to Alamo CBD, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD is bound or to which any property of Alamo CBD is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBD, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD is a party or by which any property or asset of Alamo CBD is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD is a party or by which Alamo CBD may be bound, or result in the violation by Alamo CBD of any laws to which Alamo CBD may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD of this Agreement or the performance by Alamo CBD of its obligations hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Indoor Harvest Corp), Share Exchange Agreement (Indoor Harvest Corp)
Authorization; No Restrictions, Consents or Approvals. Alamo CBD Indoor Harvest has full power and authority to enter into and perform its obligations under this Agreement. This Agreement has been duly executed by Alamo CBD Indoor Harvest and constitutes the legal, valid, binding and enforceable obligation of Alamo CBDIndoor Harvest, enforceable against Alamo CBD Indoor Harvest in accordance with its terms. The execution and delivery of this Agreement and the consummation by Alamo CBD Indoor Harvest of the Transactions contemplated hereby herein (including the issuance of the Indoor Harvest Shares in exchange for the Alamo CBD Interests) do not and will not on the Closing Date (A) conflict with or violate any of the terms of the articles of incorporation and bylaws of Alamo CBD Indoor Harvest or any applicable law relating to Alamo CBDIndoor Harvest, (B) conflict with, or result in a breach of any of the terms of, or result in the acceleration of any indebtedness or obligations under, any material agreement, obligation or instrument by which Alamo CBD Indoor Harvest is bound or to which any property of Alamo CBD Indoor Harvest is subject, or constitute a default thereunder, other than those material agreements, obligations or instruments for which Alamo CBD Indoor Harvest has obtained consent for the Transactions contemplated under this Agreement, (C) result in the creation or imposition of any lien on any of the assets of Alamo CBDIndoor Harvest, (D) constitute an event permitting termination of any material agreement or instrument to which Alamo CBD Indoor Harvest is a party or by which any property or asset of Alamo CBD Indoor Harvest is bound or affected, pursuant to the terms of such agreement or instrument, other than those material agreements or instruments for which Alamo CBD Indoor Harvest has obtained consent for the Transactions contemplated under this Agreement, or (E) conflict with, or result in or constitute a default under or breach or violation of or grounds for termination of, any license, permit or other governmental authorization to which Alamo CBD Indoor Harvest is a party or by which Alamo CBD Indoor Harvest may be bound, or result in the violation by Alamo CBD Indoor Harvest of any laws to which Alamo CBD Indoor Harvest may be subject, which would materially adversely affect the Transactions contemplated herein. No authorization, consent or approval of, notice to, or filing with, any public body or governmental authority or any other person is necessary or required in connection with the execution and delivery by Alamo CBD Indoor Harvest of this Agreement or the performance by Alamo CBD Indoor Harvest of its obligations hereunder.
Appears in 2 contracts
Samples: Merger Agreement (Indoor Harvest Corp), Share Exchange Agreement (Indoor Harvest Corp)