Common use of Authority; Binding Agreement Clause in Contracts

Authority; Binding Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company Such Seller has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is (or is to be) a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is (or its to be) a party and the consummation by the Company such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate company action, and no other corporate actions or proceedings on the part of the Company such Seller are necessary to authorize this Agreement and the such other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company Sellers and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubPurchaser, constitutes the legal, valid, and binding agreement of the CompanySellers, enforceable against the Company Sellers in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by the Company such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties theretothereto (other than Agrify), will have been duly and validly executed and delivered by the Companysuch Seller, will each constitute a legal, valid, and binding agreement of the Companysuch Seller, enforceable against the Companysuch Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate limited liability company action, and no other corporate limited liability company actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubPurchaser, constitutes the legal, valid, valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties theretoCompany, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, valid and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company InnoHold has the all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRSparty, to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorizedauthorized by members of InnoHold, and approved by the necessary corporate action, and (b) no other corporate actions or proceedings limited liability company proceedings, other than as set forth elsewhere in the Agreement, on the part of the Company InnoHold are necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents any Related Agreement to which it is, or is specified to be, a party or to consummate the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and any Related Agreement to which InnoHold is, or is specified to be, a party shall be when delivered, duly and validly executed and delivered by the Company InnoHold and, assuming the due authorization, execution and delivery of this Agreement constitutes and such Related Agreement by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding agreement obligation of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the CompanyInnoHold, enforceable against the Company InnoHold in accordance with its terms, except to the extent that such enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or reorganization and moratorium laws and other similar laws now or hereafter in effect relating to of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (bincluding the remedy of specific performance) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents are subject to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements discretion of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that court from which such enforceability relief may be limited by Enforcement Limitationssought.

Authority; Binding Agreement. (a) The Company has the Parent and Merger Sub have all requisite corporate power and limited liability company power, respectively, and authority to execute and deliver this Agreement and the other Transaction Documents each Related Agreement to which it each is, or is specified to be, a party party, to perform the Parent’s and Merger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. The execution and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required delivery by the NRSParent and the Merger Sub of this Agreement and each Related Agreement to which the Parent or the Merger Sub is, or is specified to perform its be, a party, the performance of their respective obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (a) have been duly authorized by all necessary corporate or limited liability company action by the Parent and validly authorizedthe Merger Sub, and approved by the necessary corporate action, and (b) no other corporate actions or proceedings limited liability company proceedings, other than as set forth elsewhere in this Agreement, on the part of the Company Parent or the Merger Sub, are necessary to authorize the execution and delivery by the Parent and the Merger Sub of this Agreement and each Related Agreement to which the other Transaction Documents Parent or the Merger Sub is, or is specified to be, a party or to consummate the transactions contemplated hereby or therebyTransactions. This Agreement has been been, and each Related Agreement to which the Parent or the Merger Sub is, or is specified to be, a party shall be when delivered, duly and validly executed and delivered by the Company Parent or Merger Sub, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement constitutes and the Related Agreements by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding agreement obligation of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement enforceable against each of the Company, enforceable against the Company Parent and Merger Sub in accordance with its terms, except to the extent that such enforceability thereof may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, or reorganization and moratorium laws and other similar laws now or hereafter in effect relating to of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (bincluding the remedy of specific performance) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents are subject to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements discretion of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, in accordance with their terms, except that court from which such enforceability relief may be limited by Enforcement Limitationssought.

Authority; Binding Agreement. This Agreement has been, and upon Hardy’s execution of the Transaction Documents to which he is a party such Transaction Documents will be, duly and validly executed and delivered by Hardy and this Agreement constitutes, and upon their execution such Transaction Documents shall constitute, the legal, valid and binding obligations of Hardy, enforceable against Hardy in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting the rights of creditors generally and subject to the rules of law governing (and all limitations on) specific performance, injunctive relief, and other equitable remedies (collectively, “Enforceability Exceptions”). For purposes of this Agreement, “Transaction Documents” shall mean this Agreement, the Operating Agreement (as hereinafter defined in Section 7.1(c)), the Escrow Agreement, the Consulting Agreement between the Company and Hardy in the form attached hereto as Exhibit “C” (the “Consulting Agreement”), the Pledge Agreement between Iconix and Hardy in the form attached hereto as Exhibit “D” (the “Pledge Agreement”) and all other documents, instruments and certificates delivered pursuant hereto or in connection herewith. The Company has execution and delivery by the requisite corporate power and authority to execute and deliver Seller of this Agreement and each of the other Transaction Documents (as hereinafter defined) to which it the Seller is (or is to be) a party party, the performance by the Seller of its obligations hereunder and to consummate thereunder, as applicable, and the consummation of the transactions contemplated hereby and thereby, andhave been duly and validly authorized by all necessary action on the part of the Seller, subject to, and the Seller has all necessary power and authority with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunderthereto. The execution, delivery, and performance Each of this Agreement and each of the other Transaction Documents to which it the Seller is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate action, and no other corporate actions or proceedings on the part of the Company are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreementwill be, when executed and delivered by the Company andSeller, assuming such Transaction Documents constitute the legal, valid and binding agreements obligation of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, Seller enforceable against the Company, Seller in accordance with their its respective terms, except that such enforceability as the same may be limited by Enforcement Limitationsthe Enforceability Exceptions.

Authority; Binding Agreement. The Each of Seller, the Company and any other Affiliate of Seller executing any Ancillary Agreement has the all requisite corporate power and authority to execute execute, deliver and deliver perform its respective obligations under this Agreement and the other Transaction Documents each Ancillary Agreement to which it is a party party, and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents each Ancillary Agreement to which it the Seller, the Company or any Affiliate of Seller is a party party, and the consummation by the Company of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized, and approved authorized by the necessary corporate actionboard of directors of the Seller, the Company and any such other Affiliate of Seller, as applicable, and no other corporate actions or proceedings (or, in the case of an entity that is not a corporation, other similar proceedings) on the part of the Seller, the Company or any such other Affiliate of Seller, as applicable, are necessary to authorize this Agreement and or any Ancillary Agreement to which the other Transaction Documents Seller, the Company or to consummate any such Affiliate of Seller is a party or the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming this each Ancillary Agreement constitutes the valid and binding agreement of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the Company, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Seller, the Company or any other Affiliate of Seller is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will party have been duly and validly executed and delivered by Seller, the CompanyCompany and any such other Affiliate of Seller, will each constitute a legal, validas applicable, and constitute valid and binding agreement agreements of the CompanySeller, the Company and each such other Affiliate of Seller, as applicable, enforceable against the CompanySeller, the Company and such other Affiliate of Seller, as applicable, in accordance with their terms, except that such enforceability enforcement may be limited by Enforcement Limitationssubject to any bankruptcy, insolvency, reorganization, moratorium or other laws, now or hereafter in effect, relating to or limiting creditors’ rights generally.

Authority; Binding Agreement. The Company Subject to the entry of the Sale Order, Seller has the requisite corporate power full and unrestricted power, authority to execute and capacity to: (i) execute, deliver and perform this Agreement and the other Transaction Ancillary Documents to which it is or will be a party (the “Seller’s Ancillary Documents”); (ii) to sell the Acquired Assets and to deliver such evidence of transfer of title to the same as will be necessary to transfer good and marketable title to the Acquired Assets to Purchaser; and (iii) to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunderthis Agreement. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby have by Seller has been duly and validly authorized, and approved authorized by the necessary all corporate action, and no other corporate actions or proceedings on the part execution and performance of the Company are Seller’s Ancillary Documents by Seller will be authorized by all necessary corporate action prior to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or therebyClosing. This Agreement has been duly and validly executed and delivered by Seller. Subject to entry of the Company andSale Order, assuming this Agreement constitutes constitutes, and upon execution of each of the Seller’s Ancillary Documents such agreements will constitute, valid and binding agreement obligations of the Parent and the Merger Sub, constitutes the legal, valid, and binding agreement of the CompanySeller, enforceable against the Company in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the Company, will each constitute a legal, valid, and binding agreement of the Company, enforceable against the Company, Seller in accordance with their respective terms. Subject to the terms of this Agreement, except and the obligation of Seller to accept the highest and best offer for the Acquired Assets, the Board of Directors of Seller has resolved to recommend that such enforceability may be limited by Enforcement Limitationsthe Bankruptcy Court approve this Agreement, Seller’s Ancillary Documents and the transactions contemplated hereby and thereby.

Authority; Binding Agreement. The Company LED Supply has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company LED Supply of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate limited liability company action, and no other corporate limited liability company actions or proceedings on the part of the Company LED Supply are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company LED Supply and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubGroup, constitutes the legal, valid, and binding agreement of the CompanyLED Supply, enforceable against the Company LED Supply in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company LED Supply is a party, other than this Agreement, when executed and delivered by the Company LED Supply, and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the CompanyLED Supply, will each constitute a legal, valid, and binding agreement of the CompanyLED Supply, enforceable against the CompanyLED Supply, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party party, and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, delivery and performance of this Agreement and the other Transaction Documents to which it Purchaser is a party and the consummation by the Company Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved authorized by the necessary corporate actionPurchaser, and no other corporate actions or proceedings on the part of the Company Purchaser are necessary to authorize this Agreement and the other Transaction Documents to which Purchaser is a party, or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the Parent Company, the Member Representative and each of the Merger SubMembers, constitutes the legal, valid, valid and binding agreement of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company Purchaser is a party, other than this Agreement, when executed and delivered by the Company and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties theretoPurchaser, will have been duly and validly executed and delivered by Purchaser, and, assuming the Transaction Documents constitute valid and binding agreements of the Company, the Member Representative and each of the Members, will each constitute a legal, valid, valid and binding agreement of the CompanyPurchaser, enforceable against the Company, Purchaser in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. The Company XXXX has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and, subject to, with respect to the Merger, obtaining the Company Shareholder Approval and filing the Certificate of Merger with the Secretary of State of the State of Nevada as required by the NRS, to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other Transaction Documents to which it is a party and the consummation by the Company PURO of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary corporate limited liability company action, and no other corporate limited liability company actions or proceedings on the part of the Company PURO are necessary to authorize this Agreement and the other Transaction Documents or to consummate the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Company PURO and, assuming this Agreement constitutes the valid and binding agreement of the Parent and the Merger SubGroup, constitutes the legal, valid, and binding agreement of the CompanyPURO, enforceable against the Company PURO in accordance with its terms, except that such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally and (b) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which the Company PURO is a party, other than this Agreement, when executed and delivered by the Company PURO, and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto, will have been duly and validly executed and delivered by the CompanyPURO, will each constitute a legal, valid, and binding agreement of the CompanyPURO, enforceable against the CompanyPURO, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.