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.
(b) The Company has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement, to consummate the Transaction, and to perform its obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations and Federal Cannabis Laws.
(c) The Company Board Approval and the Company Shareholder Approval have each been obtained and are in full force and the Company has delivered executed copies of the Company Board Approval and the Company Shareholder Approval to the Buyer.
Power and Authority; Binding Effect.
(a) Seller has all necessary power and authority and have taken all action necessary to authorize, execute and deliver this Agreement, to consummate the Pre-Closing Restructuring and the Transaction, and to perform Seller’s obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by Seller and constitutes a legal (except under Federal Cannabis Laws), valid and binding obligation of Seller enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations and Federal Cannabis Laws.
(b) Each Company has all necessary power and authority and has taken all action necessary to authorize, execute and deliver this Agreement, to consummate the Pre- Closing Restructuring and the Transaction, and to perform its obligations under this Agreement (except under Federal Cannabis Laws). This Agreement has been duly executed and delivered by each Company and constitutes a legal, valid and binding obligation of each Company enforceable against each Company 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. Purchaser has all requisite corporate power and authority, and has taken all other actions necessary, to execute and deliver and to perform all of its obligations 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. Purchaser has duly and properly taken all action required by Law, its organizational documents or otherwise to authorize the execution, delivery and performance of its obligations under this Agreement and the other Transaction Documents to be executed and delivered by it and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid, and binding obligations of Purchaser, 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 Transaction Documents to be executed and delivered by Purchaser, when so executed and delivered, will be duly and validly executed and delivered and will constitute the legal, valid, and binding obligations of Purchaser, 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. 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 Seller and shall, upon delivery of a counterpart signature by Buyer, constitute a legal, valid and binding obligation of Seller enforceable against Seller 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 and the Shareholder 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 and the Shareholder has delivered to Purchasers copies of all resolutions of such Seller’s and the Shareholder’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 and the Shareholder, in form reasonably satisfactory to counsel for Purchasers. Subject to any consents required under Sections 4.5 and 4.6 below, no other action on the part of any Seller or the Shareholder 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 the Shareholder and constitutes a legal, valid and binding obligation of each Seller and the Shareholder, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
Power and Authority; Binding Effect. 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. Purchaser has delivered to Sellers copies of all resolutions of 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 Purchaser, in form reasonably satisfactory to counsel for Sellers. No other action on the part of 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 Purchaser and constitutes a legal, valid and binding obligation of Purchaser, enforceable in accordance with its terms, except as such enforcement may be limited by the Enforceability Limitations.
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. Seller has all necessary power and authority and has taken all actions necessary to authorize, execute and deliver this Agreement and Seller’s First Closing Documents, to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by Seller and constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforcement may be limited by the limitation on enforceability under applicable law (“Enforceability Limitations”). Upon the execution and delivery by Seller of Seller’s First Closing Documents, Seller’s First Closing Documents will constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with the respective terms of Seller’ First Closing Documents, except as such enforcement may be limited by the Enforceability Limitations.
