Common use of Authorization and Validity of Transactions Clause in Contracts

Authorization and Validity of Transactions. 2.1 Each of Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric has the power and authority to execute, deliver and perform this Agreement, the Framework Agreement, and/or the Basic Documents to which it has signed as a party. All actions on the part of the Vendor necessary for the authorization, execution, delivery of and the performance of all of its obligations under this Agreement, the Framework Agreement, and the Basic Documents has been taken or will be taken on or prior to the Completion. All actions on the part of Main Union necessary for the authorization, issuance, and delivery of the Sale Shares, and the filing and, where required, approval of the restated Memorandum and Articles of Association of Main Union have been taken or will be taken on or prior to Completion. 2.2 The Sale Shares when issued will be duly authorized and validly issued. The Sale Shares are and will be free of restrictions on transfer other than restrictions on transfer under the Framework Agreement, the Basic Documents and any applicable securities or corporate laws. The transactions contemplated by this Agreement shall, when completed, confer upon the Purchaser full legal and beneficial ownership of the Sale Shares. 2.3 This Agreement is, and each other Basic Document to which the Vendor, Main Union, the PRC Affiliate, and Grace Fabric is a party will, when executed, be the valid and binding obligation of such entity, enforceable against such entity in accordance with their respective terms, except where such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally. 2.4 All consents, approvals, orders or authorizations of, or registrations, qualifications, designations, declarations or filings with, any Governmental Authority or any other competent corporate authority required in connection with the execution, delivery and performance by (as applicable) Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric of this Agreement, the Framework Agreement, and the Basic Documents or the consummation of the transactions contemplated hereby or thereby have been obtained. 2.5 The execution and delivery by (as applicable) Main Union, the PRC Affiliate, the Vendor, the Vendor’s Guarantor, and Grace Fabric of this Agreement, the Framework Agreement, and/or each other Basic Document to which it is a party and the implementation and performance by each such entity of all the transactions contemplated under this Agreement, the Framework Agreement, and such other Basic Documents do not and will not: (a) breach or constitute a default under any charter document of such entity or of the memorandum of association, articles of association, by-laws or other charter document of such entity, if applicable; (b) result in a breach of, or constitute a default under, any Contract to which such entity is a party or by which such entity or its property or assets is bound or result in the acceleration of any obligation under any loan agreement; or (c) result in a violation or breach of or default under any applicable law or of any order, writ, injunction, judgment or decree of any Governmental Authority by which such entity is bound. 2.6 No Person is entitled to receive from Main Union or the Vendor any finder’s fee, brokerage or commission in connection with this Agreement, each other Basic Document or anything contained herein and therein.