Common use of Authority; Binding Agreement Clause in Contracts

Authority; Binding Agreement. Such Seller has the requisite 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 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 such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary company action, and no other corporate actions or proceedings on the part of such Seller are necessary to authorize this Agreement and 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 Sellers and, assuming this Agreement constitutes the valid and binding agreement of the Purchaser, constitutes the legal, valid, and binding agreement of the Sellers, enforceable against the 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 either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify), will have been duly and validly executed and delivered by such Seller, will each constitute a legal, valid, and binding agreement of such Seller, enforceable against such Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. Such Each of Seller, the Company and any other Affiliate of Seller executing any Ancillary Agreement has the all requisite 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 (or is to be) a party party, and to consummate the transactions contemplated hereby and thereby, and 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 (or its to be) a party party, and the consummation by such Seller of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized, and approved authorized by the necessary company 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 Seller other Affiliate of Seller, as applicable, are necessary to authorize this Agreement and or any Ancillary Agreement to which the Seller, the Company or any such other Transaction Documents Affiliate of Seller is a party or to consummate the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly and validly executed and delivered by the Sellers and, assuming this each Ancillary Agreement constitutes the valid and binding agreement of the Purchaser, constitutes the legal, valid, and binding agreement of the Sellers, enforceable against the 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 either the Seller, the Company or any other Affiliate of Seller is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify), will party have been duly and validly executed and delivered by such Seller, will each constitute a legalthe Company and any such other Affiliate of Seller, validas applicable, and constitute valid and binding agreement agreements of the Seller, the Company and each such other Affiliate of Seller, as applicable, enforceable against the Seller, 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. Such Seller (a) The Company has the requisite all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Documents Agreement, to which it is (or is to be) a party perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunderby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and by the other Transaction Documents to which it is (or its to be) a party Company and the consummation by such Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved authorized by all necessary action of the Company (other than (i) the approval of this Agreement by the necessary company action, affirmative vote of the holders of two-thirds of the outstanding shares of Company Common Stock (voting as a class) entitled to vote thereon and no other corporate actions or proceedings on (ii) the part approval of such Seller are necessary two-thirds of the outstanding shares of Company Preferred Stock (voting as a class) entitled to authorize this Agreement and such other Transaction Documents or to consummate the transactions contemplated hereby or therebyvote thereon). This Agreement has been duly and validly executed and delivered by the Sellers Company and, assuming this Agreement the due authorization, execution and delivery hereof by Bancorp, constitutes the a legal, valid and binding agreement obligation of the Purchaser, constitutes the legal, valid, and binding agreement of the SellersCompany, enforceable against the Sellers Company in accordance with its terms, except that such enforceability may be limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, or other moratorium and similar laws now or hereafter in effect Laws of general applicability relating to or affecting creditors’ rights generally and (b) to general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (b) By resolutions duly adopted at a meeting of the Board of Directors of the Company duly called and held on July 25, 2006, by the affirmative vote of the Board of Directors of the Company required to vote pursuant to the Articles of Incorporation of the Company and the applicable provisions of the TBCA, the Board of Directors of the Company has duly ((ai) adopted a resolution recommending that this Agreement be approved by the shareholders of the Company, and (b), collectively, ii) approved and adopted this Agreement (the “Enforcement LimitationsCompany Board Approval”). The Transaction Documents to which either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements Board of Directors of the counterparties thereto (other than Agrify), will have been duly Company has directed that this Agreement be submitted to the shareholders of the Company for their approval via written consent. The Company Board Approval constitutes approval of this Agreement by the Board of Directors of the Company for all purposes under and validly executed and delivered by such Seller, will each constitute a legal, valid, and binding agreement of such Seller, enforceable against such Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitationsthe TBCA.

Authority; Binding Agreement. Such Seller has (a) Subject to the requisite entry of the Sale Order, Sellers have all corporate power and authority necessary to execute and deliver this Agreement and the other Transaction Ancillary Documents to which it is (they are or is to be) will be a party (the "Sellers' Ancillary Documents") and to consummate the transactions contemplated hereby thereby and thereby, and to perform its obligations hereunder and thereunderby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents to which it is (or its to be) a party and the consummation by such Seller of the transactions contemplated hereby and thereby by Sellers have been duly and validly authorized, and approved authorized by the all necessary company corporate action, and no other the execution and performance of the Sellers' Ancillary Documents by Sellers will be authorized by all necessary corporate actions or proceedings on action prior to the part of such Seller are necessary to authorize this Agreement and such other Transaction Documents or to consummate the transactions contemplated hereby or therebyInitial Closing. This Agreement has been duly executed by Sellers. Subject to entry of the Bidding Procedures Order or Sale Order, as applicable, this Agreement constitutes, and validly executed and delivered by upon execution of each of the Sellers andAncillary Documents such agreements will constitute, assuming this Agreement constitutes the valid and binding agreement obligations of the Purchaser, constitutes the legal, valid, and binding agreement of the Sellers, enforceable against the Sellers in accordance with its terms, their respective terms except that such enforceability the availability of the remedy of specific performance or injunctive or other forms of equitable relief may be limited by (a) bankruptcysubject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought. The Board of Directors of Xxxxxxx has resolved to recommend that the Bankruptcy Court approve this Agreement, insolvency, reorganization, moratorium, or other similar laws now or hereafter in effect relating to creditors’ rights generally Sellers' Ancillary Documents and the transactions contemplated hereby and thereby. (b) general principles Notwithstanding anything to the contrary contained herein, no provision of equity (regardless of whether enforceability this Agreement or any Ancillary Document is considered in a proceeding in equity or at law) ((a) binding upon Sellers unless and (b), collectively, “Enforcement Limitations”). The Transaction Documents to which either Seller until this Agreement is (or is to be) a party, other than this Agreement, when executed and delivered approved by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify), will have been duly and validly executed and delivered by such Seller, will each constitute a legal, valid, and binding agreement of such Seller, enforceable against such Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement LimitationsBankruptcy Court.

Authority; Binding Agreement. Such Seller XXXX 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 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 such Seller PURO of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary limited liability company action, and no other corporate limited liability company actions or proceedings on the part of such Seller PURO are necessary to authorize this Agreement and such 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 Sellers PURO and, assuming this Agreement constitutes the valid and binding agreement of the PurchaserParent Group, constitutes the legal, valid, and binding agreement of the SellersPURO, enforceable against the Sellers 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 either Seller PURO is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller PURO, and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify)thereto, will have been duly and validly executed and delivered by such SellerPURO, will each constitute a legal, valid, and binding agreement of such SellerPURO, enforceable against such SellerPURO, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. Such Seller (a) Each Member and the Member Representative has the requisite legal capacity (if applicable), power and authority (trustee authority or otherwise) to execute and deliver this Agreement and the other Transaction Documents to which it such Member is (or is a party, to be) a party perform such Member’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Each Member that is not an individual is a trust duly organized, validly existing and to perform in good standing under the laws of the State of New Hampshire. No such Member is in violation of any of the provisions of its obligations hereunder and thereunder. Organizational Documents. (b) The execution, delivery, 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 such Seller the Members of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary company trust action, and no other corporate actions or proceedings on the part of such Seller the Members are necessary to authorize this Agreement and such 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 Sellers each Member and the Member Representative and, assuming this Agreement constitutes the valid and binding agreement of the Purchaser, constitutes the legal, valid, valid and binding agreement of the SellersCompany, each Member and the Member Representative, enforceable against each Member and the Sellers Member Representative 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, “the Enforcement Limitations”). The Transaction Documents to which either Seller the Member Representative or any Member is (or is to be) a party, other than this Agreement, when executed and delivered by the Member Representative or such Seller and, assuming Member who is a party to such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify)Document, will have been duly and validly executed and delivered by the Member Representative and such SellerMember, will each constitute a legal, valid, valid and binding agreement of the Member Representative and such SellerMember, enforceable against the Member Representative and such Seller, Member in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. Such Seller has the (a) The Parent and Merger Sub have all requisite power corporate 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 is (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 therebydelivery by the Parent and the Merger Sub of this Agreement and each Related Agreement to which the Parent or the Merger Sub is, and or is specified to perform its be, a party, the performance of their respective obligations hereunder and thereunder. The execution, delivery, and performance the consummation of the Transactions (a) have been duly authorized by all necessary corporate or limited liability company action by the Parent and the Merger Sub, and (b) no other corporate or limited liability company proceedings, other than as set forth elsewhere in this Agreement, on the part of the Parent or the Merger Sub, are necessary to authorize the execution and delivery by the Parent and the Merger Sub of this Agreement and the other Transaction Documents each Related Agreement to which it the Parent or the Merger Sub is, or is (or its specified to be) , a party and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary company action, and no other corporate actions or proceedings on the part of such Seller are necessary to authorize this Agreement and such other Transaction Documents 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 Sellers 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 Purchaser, constitutes the legal, valid, Parent and binding agreement of the SellersMerger Sub, enforceable against each of the Sellers 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 (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought. (b) general principles The approval of equity (regardless the Board of whether enforceability is considered in a proceeding in equity or at law) ((a) Directors of the Parent and (b)the manager of the Merger Sub, collectivelythe Parent Stockholder Approval, “Enforcement Limitations”). The Transaction Documents and the approval of the member of Merger Sub constitute all of the votes, consents and approvals required of the stockholders and members of the Parent and Merger Sub, respectively, for the authorization, execution, delivery and performance by the Parent and Merger Sub of this Agreement and the Related Agreements to which either Seller is (the Parent or the Merger Sub is, or is specified to be) , a party, other than this Agreement, when executed and delivered the consummation by such Seller and, assuming such Transaction Documents constitute valid the Parent and binding agreements Merger Sub of the counterparties thereto (Merger and the other than Agrify)Transactions. Such affirmative votes are the only votes of the holders of any class or series of equity interest of the Parent and Merger Sub necessary to adopt this Agreement and approve the Merger, will have been duly the Certificate of Merger and validly executed the Transactions and delivered by such Sellerthe Related Agreements to which the Parent or the Merger Sub is, will each constitute or is specified to be, a legalparty, validincluding pursuant to the Parent Charter Documents, the Merger Sub Charter Documents and binding agreement of such Seller, enforceable against such Seller, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitationsthe Act.

Authority; Binding Agreement. Such Seller LED Supply 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 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 such Seller LED Supply of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary limited liability company action, and no other corporate limited liability company actions or proceedings on the part of such Seller LED Supply are necessary to authorize this Agreement and such 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 Sellers LED Supply and, assuming this Agreement constitutes the valid and binding agreement of the PurchaserParent Group, constitutes the legal, valid, and binding agreement of the SellersLED Supply, enforceable against the Sellers 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 either Seller LED Supply is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller LED Supply, and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify)thereto, will have been duly and validly executed and delivered by such SellerLED Supply, will each constitute a legal, valid, and binding agreement of such SellerLED Supply, enforceable against such SellerLED Supply, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. Such Subject to the entry of the Sale Order, Seller has the requisite 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 is to be) 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 to perform its obligations hereunder and thereunderby this Agreement. The execution, delivery, execution and performance delivery of this Agreement and the other Transaction Documents to which it is (or its to be) a party and the consummation by such Seller of the transactions contemplated hereby and thereby have by Seller has been duly and validly authorized, and approved authorized by the necessary company all corporate action, and no other the execution and performance of the Seller’s Ancillary Documents by Seller will be authorized by all necessary corporate actions or proceedings on action prior to the part of such Seller are necessary to authorize this Agreement and such 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 Sellers 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 Purchaser, constitutes the legal, valid, and binding agreement of the Sellers, enforceable against the 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 either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify), will have been duly and validly executed and delivered by such Seller, will each constitute a legal, valid, and binding agreement of such Seller, enforceable against such Seller, 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. Such Seller This Agreement has been, and upon Hardy’s execution of the requisite power and authority to execute and deliver this Agreement and the other Transaction Documents to which it he is (or is to be) a party and to consummate the transactions contemplated hereby and thereby, and to perform its obligations hereunder and thereunder. The execution, delivery, and performance of this Agreement and the other such Transaction Documents to which it is (or its to will be) a party and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary company action, and no other corporate actions or proceedings on the part of such Seller are necessary to authorize this Agreement and 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 Sellers and, assuming Hardy and this Agreement constitutes constitutes, and upon their execution such Transaction Documents shall constitute, the legal, valid and binding agreement obligations of the Purchaser, constitutes the legal, valid, and binding agreement of the SellersHardy, enforceable against the Sellers Hardy in accordance with its their respective terms, except that such enforceability as the same may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, moratorium or other similar laws now or hereafter in effect relating to creditors’ affecting the rights of creditors generally and subject to the rules of law governing (band all limitations on) general principles of equity specific performance, injunctive relief, and other equitable remedies (regardless of whether enforceability is considered in a proceeding in equity or at law) ((a) and (b), collectively, “Enforcement LimitationsEnforceability 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 execution and delivery by the Seller of this Agreement and each of the other Transaction Documents (as hereinafter defined) to which either the Seller is (or is to be) a party, the performance by the Seller of its obligations hereunder and thereunder, as applicable, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary action on the part of the Seller, and the Seller has all necessary power and authority with respect thereto. Each of this Agreement and each of the other than this AgreementTransaction Documents to which the Seller is to be a party, will be, when executed and delivered by such Seller andthe Seller, assuming such Transaction Documents constitute the legal, valid and binding agreements obligation of the counterparties thereto (other than Agrify), will have been duly and validly executed and delivered by such Seller, will each constitute a legal, valid, and binding agreement of such Seller, Seller enforceable against such Seller, the 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. Such Seller Purchaser 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 party, and to consummate the transactions contemplated hereby and thereby, and 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 (or its to be) a party and the consummation by such Seller Purchaser of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved authorized by the necessary company actionPurchaser, and no other corporate actions or proceedings on the part of such Seller Purchaser are necessary to authorize this Agreement and such 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 Sellers Purchaser and, assuming this Agreement constitutes the valid and binding agreement of the PurchaserCompany, the Member Representative and each of the Members, constitutes the legal, valid, valid and binding agreement of the SellersPurchaser, enforceable against the Sellers 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 either Seller Purchaser is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify)Purchaser, will have been duly and validly executed and delivered by such SellerPurchaser, 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 such SellerPurchaser, enforceable against such Seller, Purchaser in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.

Authority; Binding Agreement. Such Seller InnoHold has the all requisite limited liability company power and authority to execute and deliver this Agreement and the other Transaction Documents any Related Agreement to which it is (is, or is specified to be) , a party and to consummate the transactions contemplated hereby and therebyparty, and 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 (or its specified to be) , a party and the consummation by such Seller of the transactions contemplated hereby and thereby Transactions (a) have been duly and validly authorizedauthorized by members of InnoHold, and approved by the necessary company 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 such Seller InnoHold are necessary to authorize the execution and delivery of this Agreement and such 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 Sellers 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 Purchaser, constitutes the legal, valid, and binding agreement of the SellersInnoHold, enforceable against the Sellers 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 either Seller is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements the discretion of the counterparties thereto (other than Agrify), will have been duly and validly executed and delivered by court from which such Seller, will each constitute a legal, valid, and binding agreement of such Seller, enforceable against such Seller, in accordance with their terms, except that such enforceability relief may be limited by Enforcement Limitationssought.

Authority; Binding Agreement. Such Seller The Company 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 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 (or its to be) a party and the consummation by such Seller the Company of the transactions contemplated hereby and thereby have been duly and validly authorized, and approved by the necessary limited liability company action, and no other corporate limited liability company actions or proceedings on the part of such Seller the Company are necessary to authorize this Agreement and such 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 Sellers Company and, assuming this Agreement constitutes the valid and binding agreement of the Purchaser, constitutes the legal, valid, valid and binding agreement of the SellersCompany, enforceable against the Sellers 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 either Seller the Company is (or is to be) a party, other than this Agreement, when executed and delivered by such Seller and, assuming such Transaction Documents constitute valid and binding agreements of the counterparties thereto (other than Agrify)Company, will have been duly and validly executed and delivered by such Sellerthe Company, will each constitute a legal, valid, valid and binding agreement of such Sellerthe Company, enforceable against such Sellerthe Company, in accordance with their terms, except that such enforceability may be limited by Enforcement Limitations.