Power and Authority; Binding Effect. Seller has all necessary power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Seller have been duly and validly authorized by all necessary corporate action and no other proceedings on the part of Seller are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Seller and, assuming its due authorization, execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of Seller.
Power and Authority; Binding Effect. (a) Such Seller has all necessary power and authority and have taken all action necessary to authorize, execute and deliver this Agreement, and the Transaction, and to perform such Seller’s obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by such Seller and constitutes a legal (except under Federal Cannabis Laws), valid and binding obligation of such Seller enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations and Federal Cannabis Laws.
Power and Authority; Binding Effect. Such Party has all requisite power and authority, and has taken all other actions necessary, to execute and deliver and to perform all of its obligations of under this Agreement and the other Transaction Documents to which it is a party or by which it is bound and to consummate the transactions contemplated herein and therein. Such Party has duly and properly taken all actions required by Law, its organizational documents or otherwise to authorize the execution, delivery and performance by it of its obligations under this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation of transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by it and constitutes the legal, valid and binding obligation of it, enforceable against it in accordance with its terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity. The other Transaction Documents to be executed by it, when so executed and delivered, will be duly and validly executed and delivered by it and will constitute the legal, valid, and binding obligations of it, enforceable against it in accordance with their respective terms, except as enforcement may be affected by bankruptcy, insolvency or other similar laws and by general principles of equity.
Power and Authority; Binding Effect. Each of SELLER and the Corporation has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by each of SELLER and the Corporation, and constitutes the legal, valid and binding obligations of each of SELLER and the Corporation, enforceable against each of them in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
Power and Authority; Binding Effect. Subject to any consents required under Sections 4.5 and 4.6 below, each Seller has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated by this Agreement and the Transaction Documents, and to perform its obligations under this Agreement and the Transaction Documents. Each Seller has delivered to Purchaser copies of all resolutions of such Seller’s board of directors and/or shareholders with respect to the transactions contemplated by this Agreement and the Transaction Documents, certified by the Secretary of such Seller in form reasonably satisfactory to counsel for Purchaser. Subject to any consents required under Sections 4.5 and 4.6 below, no other action on the part of any Seller is required to authorize the execution and delivery of this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby. This Agreement and the Transaction Documents has been duly executed and delivered by Sellers and constitutes a legal, valid and binding obligation of each Seller enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
Power and Authority; Binding Effect. Each Purchaser has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement and the Transaction Documents, to consummate the transactions contemplated by this Agreement and the Transaction Documents, and to perform its obligations under this Agreement and Transaction Documents. Each Purchaser has delivered to Sellers copies of all resolutions of such Purchaser’s board of directors and/or shareholders with respect to the transactions contemplated by this Agreement and the Transaction Documents, certified by the Secretary of such Purchaser, in form reasonably satisfactory to counsel for Sellers. No other action on the part of such Purchaser is required to authorize the execution and delivery of this Agreement and to consummate the transactions contemplated hereby. This Agreement and the Transaction Documents have been duly executed and delivered by such Purchaser and constitutes a legal, valid and binding obligation of such Purchaser, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
Power and Authority; Binding Effect. The Seller has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement, to consummate the transactions contemplated by this Agreement, and to perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller enforceable against the Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
Power and Authority; Binding Effect. Xxxxxxxx has all requisite power and capacity to enter into this Agreement. This Agreement and each agreement, document and instrument executed and delivered by or on behalf of Xxxxxxxx pursuant to this Agreement constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Xxxxxxxx, enforceable against Xxxxxxxx in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.
Power and Authority; Binding Effect. Such Borrower (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the First Amendment and any other documents which the Administrative Agent requires such Borrower to deliver hereunder (this First Amendment and any such additional documents delivered in connection with the First Amendment are herein referred to as the "First Amendment Documents") to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. This First Amendment has been, and each other First Amendment Document to which such Borrower is a party, when delivered hereunder, will have been, duly executed and delivered by such Borrower. This First Amendment constitutes, and each other First Amendment Document to which such Borrower is a party when so delivered will constitute, a legal, valid and binding obligation of such Borrower, enforceable against Borrower in accordance with its terms
Power and Authority; Binding Effect. Each of the Sellers has the requisite capacity and authority under its Constitutional Documents and applicable Law to execute and deliver this Agreement, to perform its obligations under this Agreement and to consummate the transactions contemplated herein in accordance with this Agreement. The execution and delivery of this Agreement by each of the Sellers, performance by each of the Sellers of its obligations under this Agreement and the consummation of the transactions contemplated herein have each been duly authorized by all of such Seller’s requite corporate actions, including, without limitation, due authorization by such Seller’s shareholders. Upon due execution by the Parties, this Agreement constitutes a valid, binding and enforceable legal obligation of each of the Sellers, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization or similar Laws relating to creditors’ rights generally and by equitable principles.
