Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. Each of Parent and Merger Sub has all requisite corporate or similar power and authority to enter into and deliver this Agreement and to perform its obligations hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by the boards of directors of Parent and Merger Sub, and, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated herein, subject, in the case of the Merger, to (a) the approval of this Agreement by Parent, as sole stockholder of Merger Sub, and (b) the filing of the Articles of Merger with the Secretary of State of the State of Oregon and the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law).

Corporate Authority and Approval. Each The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Parent the state of its incorporation and Merger Sub is duly licensed, qualified to do business and in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such licensing and qualification and has all requisite corporate or similar power powers and authority all permits, consents and authorizations necessary to enter into own and deliver operate its properties and carry on its business as presently conducted. The execution, delivery and performance of this Agreement and to perform its obligations Agreement, the borrowings hereunder and to consummate the transactions contemplated herein. The execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized by the boards of directors of Parent and Merger Sub, and, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement the Notes and the consummation of the transactions several agreements and instruments contemplated hereinhereby, subject, in the case of the Merger, to (ai) the approval of this Agreement have been authorized by Parent, as sole stockholder of Merger Subproper corporate proceedings, and (bii) the filing will not contravene, or constitute a default under, any provisions of applicable law or regulation or of the Articles of Merger with the Secretary of State Incorporation or Bylaws of the State Company, or of Oregon any mortgage, indenture, contract, agreement or other instrument, or any judgment, order or decree, binding upon the Company. No consents of the Company's shareholders or any holder of any Indebtedness of the Company are required as a condition to the validity of this Agreement, the Notes or the several agreements and instruments contemplated hereby, or else such consents have been obtained. This Agreement, the Notes and the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been several agreements and instruments contemplated hereby, when duly and validly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, in accordance with this Agreement constitutes will constitute, as to the applicable party, legal, valid and binding agreement obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub the Company in accordance with its their respective terms, except that the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally and (ii) general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law).;

Corporate Authority and Approval. Each The board of Parent directors of the Company has approved this Agreement, the Merger and the other transactions contemplated hereby. The affirmative vote of the holders of a majority of the outstanding Common Shares and the holders of a majority of the outstanding Preferred Shares voting together as a single class is the only vote or consent of the holders of any Equity Interests necessary to adopt this Agreement and approve the Merger Sub and the other transactions contemplated hereby (the “Company Requisite Vote”). The Company has all requisite corporate or similar power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereinhereby (including the Merger). The execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the Company, and no other proceedings on the part of the Company are necessary to authorize this Agreement or such other Transaction Documents to which the Company is a party, or the transactions contemplated hereby or thereby. This Agreement has been, and the other Transaction Documents will be, duly and validly executed and delivered by the Company and, assuming the valid authorization, execution and delivery of this Agreement and the consummation of the transactions contemplated herein have been duly and validly authorized other Transaction Documents by the boards of directors of Parent and Merger Subother parties thereto, andconstitutes, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereinshall constitute, subject, in the case of the Merger, to (a) the approval of this Agreement by Parent, as sole stockholder of Merger Sub, and (b) the filing of the Articles of Merger with the Secretary of State of the State of Oregon and the Certificate of Merger with the Secretary of State of the State of Delaware. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the Company, this Agreement constitutes the valid and binding agreement agreements of Parent and Merger Sub, the Company enforceable against each of Parent and Merger Sub the Company in accordance with its their terms, except that subject to the enforcement hereof may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights generally Bankruptcy and (ii) general principles of equity (regardless of whether enforceability is considered in an Action in equity or at law)Equity Exception.

Corporate Authority and Approval. Each of Parent GE and Merger Sub the Purchasing Entities has all requisite corporate or other similar power power, as the case may be, and authority to enter into into, deliver and deliver perform its obligations under this Agreement and to perform its obligations hereunder the Ancillary Agreements and to consummate the transactions contemplated hereinhereby and thereby. Each of GE and the Purchasing Entities has all requisite corporate or other similar power, as the case may be, and authority to enter into, deliver and perform its obligations under the other agreements, documents and instruments to be executed and delivered by them in connection with this Agreement and the Ancillary Agreements and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and the Ancillary Agreements by each of GE and the Purchasing Entities, the performance by each of GE and the Purchasing Entities of its obligations hereunder and thereunder, and the consummation by GE and the Purchasing Entities of the transactions contemplated herein hereby and thereby, and the execution, delivery and performance of the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements by GE and the Purchasing Entities which are a party thereto and the consummation by them of the transactions contemplated thereby, have been duly and validly authorized by the boards of directors of Parent and Merger Sub, and, no other all requisite corporate proceedings or similar action on the part of Parent each such Person. No vote or Merger Sub are necessary approval of the stockholders of GE is required for GE to authorize the execution and delivery of enter into, deliver or perform its obligations under, this Agreement and or the consummation of the transactions contemplated herein, subject, in the case of the Merger, to (a) the approval of this Agreement by Parent, as sole stockholder of Merger Sub, and (b) the filing of the Articles of Merger with the Secretary of State of the State of Oregon and the Certificate of Merger with the Secretary of State of the State of DelawareAncillary Agreements. This Agreement has been duly and validly executed and delivered by Parent each of GE and Merger Sub and, GE Canada and (assuming due and the valid authorization, execution execution, and delivery hereof by the Company, of this Agreement by SPX and the Other SPX Sellers) constitutes the a legal, valid and binding agreement obligation of Parent each of GE and Merger Sub, GE Canada enforceable against each of Parent and Merger Sub such Person in accordance with its terms, except that to the enforcement hereof extent such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws, now or hereafter in effect, Laws relating to or affecting creditors’ rights generally and (ii) to general principles of equity (regardless of whether enforceability enforcement is considered in an Action a proceeding in equity or at law). The Tax Matters Agreement has been duly executed and delivered by GE and the Purchasing Entities which are a party thereto and (assuming the valid authorization, execution, and delivery of the Tax Matters Agreement by SPX and its Affiliates which are a party thereto) constitutes a legal, valid and binding obligation of each of GE and the Purchasing Entities which are a party thereto, enforceable against each such Person in accordance with its terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The Ancillary Agreements and the other agreements, documents and instruments to be executed and delivered in connection with this Agreement or the Ancillary Agreements at the Closing will be duly executed and delivered by GE and the Purchasing Entities which are a party thereto and (assuming, if applicable, the valid authorization, execution, and delivery thereof by the other parties thereto) will constitute the legal, valid and binding obligations of GE and the Purchasing Entities which are a party thereto, enforceable against each such Person in accordance with their respective terms, except to the extent such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).