Common use of Authorization; Validity and Effect of Agreement Clause in Contracts

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerTransactions. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger Transactions have been duly authorized by its board Board of directors and shareholders Directors and all other necessary company corporate action on the part of the Company and no other company corporate proceedings on the part of the Company are necessary to authorize this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerTransactions. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger Transactions have been duly authorized by its board of directors and shareholders and all other necessary company corporate action on the part of the Company Company, and no other company corporate proceedings on the part of the Company are is necessary to authorize this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company Montex has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerTransactions. The execution and delivery of this Agreement by the Company Montex and the performance by the Company Montex of its obligations hereunder and the consummation of the Merger Transactions have been duly authorized by its board of directors and shareholders and all other necessary company corporate action on the part of the Company Montex, and no other company corporate proceedings on the part of the Company Montex are necessary to authorize this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company Montex and, assuming that it has been duly authorized, executed and delivered by the other parties party hereto, constitutes a legal, valid and binding obligation of the CompanyMontex, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerStock Purchase. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger Stock Purchase have been duly authorized by its board Board of directors and shareholders Directors and all other necessary company corporate action on the part of the Company and no other company corporate proceedings on the part of the Company are necessary to authorize this Agreement and the MergerStock Purchase. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. (a) The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders and and, subject to the approval by the Company Shareholders, all other necessary company action on the part of the Company and no other company Company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. (a) The Holding Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerTransaction. The execution and delivery of this Agreement by the Holding Company and the performance by the Holding Company of its obligations hereunder and the consummation of the Merger Transaction have been duly authorized by its board of directors and shareholders and all other necessary company action on the part of the Holding Company and no other company proceedings on the part of the Holding Company are necessary to authorize this Agreement and the MergerTransaction. This Agreement has been duly and validly executed and delivered by the Holding Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Holding Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company Purchaser has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerStock Purchase. The execution and delivery of this Agreement by the Company Purchaser and the performance by the Company Purchaser of its obligations hereunder and the consummation of the Merger Stock Purchase have been duly authorized by its board Board of directors and shareholders Directors and all other necessary company corporate action on the part of the Company Purchaser and no other company corporate proceedings on the part of the Company are necessary to authorize this Agreement and the MergerStock Purchase. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate limited liability company power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the Merger. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger have been duly authorized by its board of directors and shareholders Members and all other necessary company action on the part of the Company and no other company proceedings on the part of the Company are necessary to authorize this Agreement and the Merger. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company Purchaser has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerTransactions. The execution and delivery of this Agreement by the Company Purchaser and the performance by the Company Purchaser of its obligations hereunder and the consummation of the Merger Transactions have been duly authorized by its board Board of directors and shareholders Directors and all other necessary company corporate action on the part of the Company Purchaser, and no other company corporate proceedings on the part of the Company are Purchaser is necessary to authorize this Agreement and the MergerTransactions. This Agreement has been duly and validly executed and delivered by the Company Purchaser and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the CompanyPurchaser, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.

Authorization; Validity and Effect of Agreement. The Company has Purchasers have the requisite corporate power and authority to execute, deliver and perform its their obligations under this Agreement and to consummate the MergerContemplated Transactions. The execution and delivery of this Agreement by each of the Company and Purchasers, the performance by the Company of its obligations hereunder and the consummation of the Merger Contemplated Transactions have been duly authorized by its board Board of directors and shareholders Directors, and all other necessary company corporate action on the its part of the Company and no other company corporate proceedings on the its part of the Company are necessary to authorize this Agreement and the MergerContemplated Transactions. This Agreement has been duly and validly executed and delivered by the Company Purchasers and, assuming that it has been duly authorized, executed and delivered by the other parties heretoSellers, constitutes a legal, valid and binding obligation of the CompanyPurchasers, enforceable against it the Purchasers in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' ’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealingdealing by the Sellers.

Authorization; Validity and Effect of Agreement. The Company has the requisite corporate power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the MergerStock Purchase. The execution and delivery of this Agreement by the Company and the performance by the Company of its obligations hereunder and the consummation of the Merger Stock Purchase have been duly authorized by its board of directors and shareholders and all other necessary company corporate action on the part of the Company Company, and no other company corporate proceedings on the part of the Company are is necessary to authorize this Agreement and the MergerStock Purchase. This Agreement has been duly and validly executed and delivered by the Company and, assuming that it has been duly authorized, executed and delivered by the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and an implied covenant of good faith and fair dealing.