Common use of Organization and Authority; Enforceability Clause in Contracts

Organization and Authority; Enforceability. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered by Buyer hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder by Buyer have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law. (b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law.

Organization and Authority; Enforceability. (a) Buyer Seller 1 is a corporation duly organizedincorporated, validly existing and in good standing under the laws of the state State of Delaware, and has all requisite power and authority to own, lease and operate its properties and to carry on the Business as now conducted and as currently proposed to be conducted. Buyer Seller 1 is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. Seller 1 has full corporate power and authority to enter into this Agreement and each other agreement, certificate, instrument and document executed and delivered, by a Seller in connection with this Agreement (collectively, the documents to be delivered hereunder to which it is a party“Seller Documents”), to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Buyer Seller 1 of this Agreement and the documents to be delivered by Buyer hereunder Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and validly approved by all requisite corporate action on the part of BuyerSeller 1. (b) Seller 2 is a limited liability company duly formed, validly existing and in good standing under the laws of the State of Colorado, and has all requisite power and authority to own, lease and operate its properties and to carry on the Business as now conducted and as currently proposed to be conducted. This Seller 2 is duly qualified or licensed to do business, and is in good standing, in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its activities makes such qualification or licensing necessary. Seller 2 has full limited liability company power and authority to enter into this Agreement and each other Seller Document, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Seller 2 of this Agreement and the documents to be delivered hereunder Seller Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized and validly approved by Buyer have all requisite limited liability company action on the part of Seller 2. (c) This Agreement has been duly executed and delivered by BuyerXxxxxxx. This Agreement and each of the Seller Documents are, or when executed by Sellers will be, valid and binding obligations of Sellers (assuming due authorization, execution and delivery by the Sellers, the Companies other parties hereto and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyerthereto), enforceable against Buyer Sellers in accordance with their respective terms, except as such enforceability may be limited by subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ now or hereafter in effect relating to rights of creditors generally and by general principles (ii) rules of law and equity (regardless of whether enforcement is sought in a proceeding at law or in equity)governing specific performance, injunctive relief and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California lawother equitable remedies. (b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law.

Organization and Authority; Enforceability. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer has full corporate power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered hereunder by Buyer hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents to be delivered hereunder by Buyer have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Sellers, the Companies Gravitas and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, Buyer enforceable against Buyer in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California Nevada law. (b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies Gravitas and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California Nevada law.

Organization and Authority; Enforceability. (a) Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state State of Delaware. Buyer Xxxxx has full corporate power and authority to enter into this Agreement and each other agreement, certificate, instrument and document executed and delivered, by Xxxxx in connection with this Agreement (collectively, the documents to be delivered hereunder to which it is a party“Buyer Documents”), to carry out its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the documents to be delivered by Buyer hereunder Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. . (b) This Agreement and the documents to be delivered hereunder by Buyer have has been duly executed and delivered by BuyerXxxxx. This Agreement and each of the Buyer Documents are, or when executed by Buyer will be, valid and binding obligations of Buyer (assuming due authorization, execution and delivery by the Sellers, the Companies other parties hereto and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyerthereto), enforceable against Buyer in accordance with their respective terms, except as such enforceability may be limited by subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ now or hereafter in effect relating to rights of creditors generally and by general principles (ii) rules of law and equity (regardless of whether enforcement is sought in a proceeding at law or in equity)governing specific performance, injunctive relief and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California lawother equitable remedies. (bc) Parent Acquisition Sub is incorporated a limited liability company validly existing and in good standing under the Business Corporations Act (Ontario)laws of the State of Delaware. Parent Acquisition Sub has full corporate power and authority to enter into this Agreement and each other agreement, certificate, instrument and document executed and delivered, by Acquisition Sub in connection with this Agreement (collectively, the documents to be delivered hereunder to which it is a party“Acquisition Sub Documents”), to carry out its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by Parent Acquisition Sub of this Agreement and the documents to be delivered by Parent hereunder Acquisition Sub Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent. Acquisition Sub. (d) This Agreement and the documents to be delivered hereunder by Parent have has been duly executed and delivered by ParentAcquisition Sub. This Agreement and each of the Acquisition Sub Documents are, or when executed by Acquisition Sub will be, valid and binding obligations of Acquisition Sub (assuming due authorization, execution and delivery by the Sellers, the Companies other parties hereto and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parentthereto), enforceable against Parent Acquisition Sub in accordance with their respective terms, except as such enforceability may be limited by subject to the effect of (i) applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ now or hereafter in effect relating to rights of creditors generally and by general principles (ii) rules of law and equity (regardless of whether enforcement is sought in a proceeding at law or in equity)governing specific performance, injunctive relief and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California lawother equitable remedies.

Organization and Authority; Enforceability. (a) Buyer If such Company Stockholder is an individual, such Company Stockholder is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby has been duly executed and delivered by such Company Stockholder and constitutes a corporation legal, valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors' rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Company Stockholder is an entity, (i) such Company Stockholder is duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer its organization, and has full corporate power power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents to be delivered hereunder contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to carry out its obligations hereunder which such Company Stockholder is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the organizational documents of such Company Stockholder; and (iii) each person executing, on behalf of such Company Stockholder, this Agreement and any of the other documents contemplated hereby to which such Company Stockholder is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Company Stockholder is a party, to consummate the transactions contemplated hereby. The execution, delivery hereby and performance by Buyer of this Agreement thereby and the documents to be delivered by Buyer hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents cause such Company Stockholder to be delivered hereunder by Buyer have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law. (b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California lawthereunder.

Organization and Authority; Enforceability. (a) Buyer If such Company Stockholder is an individual, such Company Stockholder is of sound mind and has full legal capacity to enter into, execute and deliver this Agreement and the other documents contemplated hereby and perform his or her obligations hereunder and thereunder, and each of this Agreement and the other documents contemplated hereby has been duly executed and delivered by such Company Stockholder and constitutes a corporation legal, valid and binding obligation of such Company Stockholder, enforceable against such Company Stockholder in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, moratorium or other laws relating to or affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles. (b) If such Company Stockholder is an entity, (i) such Company Stockholder is duly organized, validly existing and in good standing under the laws of the state of Delaware. Buyer its organization, and has full corporate power power, right and authority to enter into and perform its respective obligations under this Agreement and the other documents to be delivered hereunder contemplated hereby to which it is a party; (ii) the execution, delivery and performance of this Agreement and each of the other documents contemplated hereby to carry out its obligations hereunder which such Company Stockholder is a party have been duly and properly authorized by all requisite action in accordance with applicable law and with the organizational documents of such Company Stockholder; and (iii) each person executing, on behalf of such Company Stockholder, this Agreement and any of the other documents contemplated hereby to which such Company Stockholder is a party has the power and authority to execute and deliver this Agreement and each of the other documents contemplated hereby to which such Company Stockholder is a party, to consummate the transactions contemplated hereby. The execution, delivery hereby and performance by Buyer of this Agreement thereby and the documents to be delivered by Buyer hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement and the documents cause such Company Stockholder to be delivered hereunder by Buyer have been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Parent) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California law. (b) Parent is incorporated and in good standing under the Business Corporations Act (Ontario). Parent has full power and authority to enter into this Agreement and the documents to be delivered hereunder to which it is a party, to carry out perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent of this Agreement and the documents to be delivered by Parent hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all requisite action on the part of Parent. This Agreement and the documents to be delivered hereunder by Parent have been duly executed and delivered by Parent, and (assuming due authorization, execution and delivery by the Sellers, the Companies and Buyer) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Parent, enforceable against Parent in accordance with 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), and excluding any United States federal law to the extent such federal law or treaty would be violated, or protections under such law would be unavailable to a party, as a result of operating or owning a state licensed cannabis business in compliance with California lawthereunder.