Common use of Organization and Qualification; Authorization Clause in Contracts

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx is party, the performance by Xxxxxx of its obligations hereunder and thereunder and the consummation by Xxxxxx of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx is party will be, duly executed and delivered by Xxxxxx and, assuming due execution and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxx, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity of SC Vessel, OG Enterprises and OG Branding is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity of SC Vessel, OG Enterprises and OG Branding is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Organizational Documents of each Xxxxxx Entity of OG Enterprises and OG Branding and all amendments thereto have been made available to Subversive. None To SC Vessel’s Knowledge, none of the Xxxxxx Entities OG Enterprises or OG Branding is in material violation of any of the provisions of its Constating Organizational Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder ApprovalEach of SC Vessel, Xxxxxx OG Enterprises and OG Branding has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx each of SC Vessel, OG Enterprises and OG Branding is party, the performance by Xxxxxx it of its obligations hereunder and thereunder and the consummation by Xxxxxx each of SC Vessel, OG Enterprises and OG Branding of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx each of SC Vessel, OG Enterprises and OG Branding is party will be, duly executed and delivered by Xxxxxx it and, assuming due execution and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxxit, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation impact of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”). (c) SC Vessel qualifies as an accredited investor, as that term is defined in Rule 501(a) of Regulation D promulgated under the U.S. Securities Act.

Organization and Qualification; Authorization. (a) Each Xxxxxx LCV Entity is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx LCV Entity is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct accurate copies of the Constating Documents of each Xxxxxx LCV Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx LCV Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx LCV Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders equityholders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx LCV Entity. The books and transfer ledgers of each Xxxxxx LCV Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx LCV Shareholder Approval, Xxxxxx LCV has all requisite company power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx LCV is party, the performance by Xxxxxx LCV of its obligations hereunder and thereunder and the consummation by Xxxxxx LCV of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx LCV is party will be, duly executed and delivered by Xxxxxx LCV and, assuming due execution and delivery by all other parties thereto, constitute the legal, valid and binding obligation of XxxxxxLCV, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Parent is a corporation, and Merger Sub as a limited liability company, duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its formation, Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity Parent is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 4.1 of the Disclosure Schedules, which are all of the jurisdictions in which its ownership the nature of property such Person’s business or the conduct of business as now conducted therein require it assets requires such Person to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents charter documents, bylaws or similar organizational documents of each Xxxxxx Entity Parent and all amendments thereto have been made available to Subversivethe Company. None of the Xxxxxx Entities The Company is not in material violation of any of the provisions of its Constating Documentscharter documents, bylaws or similar organizational documents. The minute books and resolutions of each Xxxxxx Entity Parent previously made available to Subversive the Company contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx EntityParent. The books and stock transfer ledgers of each Xxxxxx Entity Parent previously made available to Subversive the Company are true, complete and accurate in all material respectsaccurate. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx has Each of Parent and Merger Sub have all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to (ii) consummate the transactions contemplated hereby hereby. The approval of Parent’s board of directors and therebythe sole member of Merger Sub is the only vote or consent required under applicable Law, the Company’s certification of incorporation, the Company’s bylaws, Merger Sub’s limited liability company agreement or otherwise, to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx is partyAgreement, the performance by Xxxxxx each of its Parent and Merger Sub of their obligations hereunder and thereunder and the consummation by Xxxxxx Parent and Merger Sub of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx is party will be, been duly executed and delivered by Xxxxxx and, assuming due execution Parent and delivery by all other parties thereto, Merger Sub and constitute the legal, valid and binding obligation of XxxxxxParent and Merger Sub, enforceable against it them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”)remedies.

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity of Company Parent and the Company is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 3.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity of Company Parent and the Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1 of the Disclosure Schedules, which are all of the jurisdictions in which its ownership the nature of property such Person’s business or the conduct of business as now conducted therein require it assets requires such Person to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents charter documents, bylaws or similar organizational documents of each Xxxxxx Entity the Company and Company Parent and all amendments thereto have been made available to SubversiveParent. None Each of Company Parent and the Xxxxxx Entities Company is not in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain truecharter documents, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager bylaws or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respectssimilar organizational documents. (b) Subject to obtaining Each of Company Parent and the Xxxxxx Shareholder Approval, Xxxxxx Company has all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to (ii) consummate the transactions contemplated hereby hereby. The approval of Company Parent’s board of directors and therebythe Sole Member (which has been obtained) is the only vote or consent of the holders of any membership interest in the Company required under applicable Law, Company Parent’s certificate of incorporation and bylaws, the Company’s certification of formation, or otherwise, to approve and adopt this Agreement, approve the Merger and consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx is partyAgreement, the performance by Xxxxxx each of Company Parent and the Company of its obligations hereunder and thereunder and the consummation by Xxxxxx Company Parent and the Company of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx is party will be, been duly executed and delivered by Xxxxxx and, assuming due execution Company Parent and delivery by all other parties thereto, the Company and constitute the legal, valid and binding obligation of XxxxxxCompany Parent and the Company, enforceable against it them in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”)remedies.

Organization and Qualification; Authorization. (ai) Each Xxxxxx Entity Dole Group Company is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its formation, formation and has all requisite corporate or applicable entity power and authority to own, lease and operate its assets, properties and business assets and to carry on its business as now being conducted, except where the failure to be so duly organized, validly existing and in good standing, or to have such entity power and authority, would not reasonably be expected to be material to the Xxxx Group Companies, taken as a whole. Each Xxxxxx Entity Xxxx Group Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership the nature of property such Person’s business, properties or the conduct of business as now conducted therein require it assets requires such Person to so qualify, except where for jurisdictions in which the failure to be so qualified would or authorized has not have had a Material Adverse Effect. Complete and correct copies of the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (bii) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx DFC Holdings has all requisite limited liability company power and authority to executeexecute and deliver, deliver and to perform its obligations under under, this Agreement and each of the Transaction Documents Ancillary Agreements to which it DFC Holdings is or will be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which Xxxxxx DFC Holdings is or will be a party, the performance by Xxxxxx DFC Holdings of its obligations hereunder and thereunder and the consummation by Xxxxxx DFC Holdings of the transactions contemplated hereby and thereby have been or will be, upon execution thereof, as applicable, duly authorizedauthorized by all requisite limited liability company action in accordance with applicable Law and with the DFC Holdings LLC Agreement. This Agreement has been, and upon its execution or delivery each of the Transaction Documents Ancillary Agreements to which Xxxxxx DFC Holdings is or will be a party will be, duly executed and delivered by Xxxxxx andDFC Holdings and this Agreement constitutes, assuming due and upon its execution and or delivery by all other parties theretoeach of the Ancillary Agreements to which DFC Holdings is or will be a party will constitute, constitute the legal, valid and binding obligation of XxxxxxDFC Holdings, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of generally and by general equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”)principles.

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Seller is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to Seller) under the Laws of the its jurisdiction of its formation, organization and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity Seller is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property the Acquired Assets or the conduct of business Acquired Regulatory Approvals requires Seller, as now conducted therein require it applicable, to so qualify, except where to the extent that the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available be material to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respectsSeller. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Seller has all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents Ancillary Agreements to which it is or will be a party and to (ii) consummate the transactions contemplated hereby and thereby. No vote or consent of the holders of any class or series of Seller’s capital stock is required under applicable Law, Seller’s charter documents, bylaws or similar organizational documents, to approve and adopt this Agreement and the Ancillary Agreements, approve the transactions contemplated by this Agreement and consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which Xxxxxx Seller is or will be a party, the performance by Xxxxxx Seller of its obligations hereunder and thereunder and the consummation by Xxxxxx Seller of the transactions contemplated hereby and thereby have been or will be duly authorized, including any stockholder approvals that may be required under Seller’s organizational documents or the Pennsylvania Business Corporation Law of 1988, as amended. This Agreement has been, and the Transaction Documents Ancillary Agreements to which Xxxxxx Seller is or will be a party will be, duly executed and delivered by Xxxxxx andSeller, assuming due execution as applicable, and delivery by all other parties thereto, constitute the legal, valid and binding obligation of XxxxxxSeller, respectively, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability LimitationsBankruptcy and Equity Exception”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity The Company is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to the Company) under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 3.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity The Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1 of the Disclosure Schedules, which are all of the jurisdictions in which its ownership the nature of property such Person’s business or the conduct of business as now conducted therein require it assets requires such Person to so qualify, except where to the extent that the failure to be so qualified would not have a Material Adverse Effectbe material to the Company. Complete and correct copies of the Constating Company Organizational Documents of each Xxxxxx Entity and all amendments thereto have been made available to SubversiveParent. None of the Xxxxxx Entities The Company is not in material violation of any of the provisions of its Constating the Company Organizational Documents. The minute books and resolutions of each Xxxxxx Entity the Company previously made available to Subversive Parent contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entitythe Company. The stock certificates, books and stock transfer ledgers of each Xxxxxx Entity the Company previously made available to Subversive Parent are true, complete and accurate in all material respectsaccurate. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx The Company has all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents Ancillary Agreements to which it is or will be a party and to (ii) assuming receipt of the Required Stockholder Approval, consummate the transactions contemplated hereby and thereby. The Required Stockholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required under applicable Law and the Company Organizational Documents, to approve and adopt this Agreement and the Ancillary Agreements, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which Xxxxxx the Company is or will be a party, the performance by Xxxxxx the Company of its obligations hereunder and thereunder and the consummation by Xxxxxx the Company of the transactions contemplated hereby and thereby have been or will be duly authorized. This Agreement has been, and the Transaction Documents Ancillary Agreements to which Xxxxxx the Company is or will be a party will be, duly executed and delivered by Xxxxxx and, assuming due execution the Company and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxxthe Company, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability LimitationsBankruptcy and Equity Exception”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Acquired Company is duly organized, validly existing and in good standing (or equivalent status in the relevant jurisdiction) (except to the extent that the failure to be in good standing would not be material to the Company) under the Laws of the jurisdiction of its formation, which jurisdiction is listed on Schedule 3.1 of the Disclosure Schedules, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity Acquired Company is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1 of the Disclosure Schedules, which are all of the jurisdictions in which its ownership the nature of property such Person’s business or the conduct of business as now conducted therein require it assets requires such Person to so qualify, except where the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of the Constating Documents charter documents, bylaws or similar organizational documents of each Xxxxxx Entity Acquired Company and all amendments thereto have been made available to SubversiveParent. None of the Xxxxxx Entities Acquired Companies is in material violation of any of the provisions of its Constating Documentscharter documents, bylaws or similar organizational documents. The minute books and resolutions of each Xxxxxx Entity Acquired Company previously made available to Subversive Parent contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx EntityAcquired Company. The books share certificates, books, register of members and stock transfer ledgers of each Xxxxxx Entity Acquired Company previously made available to Subversive Parent are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx The Company has all requisite corporate power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents Ancillary Agreements to which it is or will be a party and to (ii) assuming receipt of the Required Shareholder Approval, consummate the transactions contemplated hereby and thereby. The Required Shareholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required under applicable Law, the Company’s charter documents, bylaws or similar organizational documents, to approve and adopt this Agreement and the Ancillary Agreements, approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents Ancillary Agreements to which Xxxxxx the Company is or will be a party, the performance by Xxxxxx the Company of its obligations hereunder and thereunder and the consummation by Xxxxxx the Company of the transactions contemplated hereby and thereby have been or will be duly authorizedauthorized by all necessary corporate or similar action on the part of the Company. This Agreement has been, and the Transaction Documents Ancillary Agreements to which Xxxxxx the Company is or will be a party will be, duly executed and delivered by Xxxxxx and, assuming due execution the Company and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxxthe Company, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability LimitationsBankruptcy and Equity Exception”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity of Subversive and MergerSub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity of Subversive and MergerSub is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require requires it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effectmaterially impact its business. Complete and correct copies of the Constating Documents of each Xxxxxx Entity of Subversive and MergerSub and all amendments thereto have been made available to SubversiveLCV. None of the Xxxxxx Entities Neither Subversive nor MergerSub is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Each of Subversive and MergerSub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx each of Subversive and MergerSub is party, the performance by Xxxxxx each of Subversive and MergerSub of its obligations hereunder and thereunder and the consummation by Xxxxxx each of Subversive and MergerSub of the transactions contemplated hereby and thereby have been duly authorizedauthorized and are not subject to any approval by Subversive stockholders. This Agreement has been, and the Transaction Documents to which Xxxxxx each of Subversive and MergerSub is party will be, duly executed and delivered by Xxxxxx andeach of Subversive and MergerSub, assuming due execution as applicable, and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxxeach of Subversive and MergerSub, as applicable, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity of Subversive and MergerSub is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity of Subversive and MergerSub is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require requires it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effectmaterially impact its business. Complete and correct copies of the Constating Documents of each Xxxxxx Entity of Subversive and MergerSub and all amendments thereto have been made available to SubversiveXxxxxx. None of the Xxxxxx Entities Neither Subversive nor MergerSub is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Each of Subversive and MergerSub has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx each of Subversive and MergerSub is party, the performance by Xxxxxx each of Subversive and MergerSub of its obligations hereunder and thereunder and the consummation by Xxxxxx each of Subversive and MergerSub of the transactions contemplated hereby and thereby have been duly authorizedauthorized and are not subject to any approval by Subversive stockholders. This Agreement has been, and the Transaction Documents to which Xxxxxx each of Subversive and MergerSub is party will be, duly executed and delivered by Xxxxxx andeach of Subversive and MergerSub, assuming due execution as applicable, and delivery by all other parties thereto, constitute the legal, valid and binding obligation of Xxxxxxeach of Subversive and MergerSub, as applicable, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Seller is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to Seller) under the Laws of the jurisdiction State of its formation, Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity . (b) Seller is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1(b) of the Disclosure Schedules, which are all of the jurisdictions in which its ownership of property the Acquired Assets or operation of the conduct of business Business as now currently conducted therein require it requires Seller to so qualify, except where to the extent that the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of material effect on the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respectsBusiness. (bc) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Seller has all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is or will be a party and to (ii) consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx Seller is or will be a party, the performance by Xxxxxx Seller of its obligations hereunder and thereunder and the consummation by Xxxxxx Seller of the transactions contemplated hereby and thereby Transactions have been or will be duly authorized. , including any stockholder approvals that may be required under Seller’s organizational documents or Delaware General Corporation Law. (d) This Agreement has been, and the Transaction Documents Ancillary Agreements to which Xxxxxx Seller is or will be a party will be, duly executed and delivered by Xxxxxx and, assuming due execution Seller and delivery by all other parties thereto, constitute the legal, valid and binding obligation of XxxxxxSeller, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies (the “Bankruptcy and the technical violation Equity Exception”). Founder has all requisite capacity to execute and deliver this Agreement and any other Transaction Documents to which he is a party. (e) Schedule 3.1(e) of the Federal Cannabis Laws Disclosure Schedules sets forth the name of each Affiliate of Seller that owns any asset or property (collectivelyincluding any Intellectual Property) that is used in, held for use in, or is reasonably necessary for the “Enforceability Limitations”)conduct of the Business. Seller is the sole, beneficial and legal owner of all outstanding voting or other equity or economic interests in such Affiliates. Seller has all requisite power and authority to cause such Affiliates to transfer the Acquired Assets held thereby and to execute any and all documentation necessary to effect the transfer thereof, including any applicable Ancillary Agreements.

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Subversive is duly organized, validly existing and in good standing under the Laws of the jurisdiction of its formation, and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity Subversive is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction in which its ownership of property or the conduct of business as now conducted therein require requires it to so qualify, except where the failure to be so qualified would not have a Material Adverse Effectmaterially impact its business. Complete and correct copies of the Constating Organizational Documents of each Xxxxxx Entity Subversive and all amendments thereto have been made available to SubversiveSC Vessel. None of the Xxxxxx Entities Subversive is not in material violation of any of the provisions of its Constating Organizational Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respects. (b) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Subversive has all requisite power and authority to execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx each of Subversive is party, the performance by Xxxxxx Subversive of its obligations hereunder and thereunder and the consummation by Xxxxxx Subversive of the transactions contemplated hereby and thereby have been duly authorized. This Agreement has been, and the Transaction Documents to which Xxxxxx Subversive is party will be, duly executed and delivered by Xxxxxx andSubversive, assuming due execution as applicable, and delivery by all other parties thereto, constitute the legal, valid and binding obligation of XxxxxxSubversive, as applicable, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, the availability of equitable remedies and the technical violation of the Federal Cannabis Laws (collectively, the “Enforceability Limitations”).

Organization and Qualification; Authorization. (a) Each Xxxxxx Entity Seller is duly organized, validly existing and in good standing (except to the extent that the failure to be in good standing would not be material to Seller) under the Laws of the jurisdiction State of its formation, Delaware and has all requisite power and authority to own, lease and operate its assets, properties and business and to carry on its business as now being conducted. Each Xxxxxx Entity . (b) Seller is duly qualified or otherwise authorized as a foreign entity to transact business in each jurisdiction listed on Schedule 3.1(b) of the Disclosure Schedules, which are all of the jurisdictions in which its ownership of property the Acquired Assets or operation of the conduct of business Business as now currently conducted therein require it requires Seller to so qualify, except where to the extent that the failure to be so qualified would not have a Material Adverse Effect. Complete and correct copies of material effect on the Constating Documents of each Xxxxxx Entity and all amendments thereto have been made available to Subversive. None of the Xxxxxx Entities is in material violation of any of the provisions of its Constating Documents. The minute books and resolutions of each Xxxxxx Entity previously made available to Subversive contain true, complete and accurate records of all meetings and accurately reflect in all material respects all corporate action of the equity holders and manager or board of directors or comparable governing body (including committees thereof) of such Xxxxxx Entity. The books and transfer ledgers of each Xxxxxx Entity previously made available to Subversive are true, complete and accurate in all material respectsBusiness. (bc) Subject to obtaining the Xxxxxx Shareholder Approval, Xxxxxx Seller has all requisite power and authority to (i) execute, deliver and perform its obligations under this Agreement and each of the Transaction Documents to which it is or will be a party and to (ii) consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and the Transaction Documents to which Xxxxxx Seller is or will be a party, the performance by Xxxxxx Seller of its obligations hereunder and thereunder and the consummation by Xxxxxx Seller of the transactions contemplated hereby and thereby Transactions have been duly authorized. , including any member, unitholder, stockholder, or other equityholder approvals that may be required under Seller’s organizational documents or the Delaware Limited Liability Company Act (the “DLLCA”). (d) This Agreement has been, and the Transaction Documents Ancillary Agreements to which Xxxxxx Seller is or will be a party will be, duly executed and delivered by Xxxxxx and, assuming due execution Seller and delivery by all other parties thereto, constitute the legal, valid and binding obligation of XxxxxxSeller, enforceable against it in accordance with their respective terms, except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting the rights of creditors generally, generally and the availability of equitable remedies (the “Bankruptcy and the technical violation Equity Exception”). All Key Owners who are individuals have all requisite capacity to execute and deliver this Agreement and any other Transaction Documents to which he or she is a party. (e) Schedule 3.1(e) of the Federal Cannabis Laws Disclosure Schedules sets forth the name of each Affiliate of Seller that owns any asset or property (collectivelyincluding any Intellectual Property) that is used in, held for use in, or is reasonably necessary for the “Enforceability Limitations”)conduct of the Business. Seller is the sole, beneficial and legal owner of all outstanding voting or other equity or economic interests in such Affiliates. Seller has all requisite power and authority to cause such Affiliates to transfer the Acquired Assets held thereby and to execute any and all documentation necessary to effect the transfer thereof, including any applicable Ancillary Agreements.