Common use of Corporate Authority and Approval Clause in Contracts

Corporate Authority and Approval. (a) Remainco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time. This Agreement has been duly executed and delivered by Remainco and constitutes a valid and binding agreement of Remainco, enforceable against Remainco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Except for such further action of the Remainco Board required, if applicable, to determine the structure of the Distribution, establish the Distribution Record Date and the Distribution Date, and the effectiveness of the declaration of the Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), the execution and delivery by Remainco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Remainco is necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time.

Corporate Authority and Approval. (a) Remainco Purchaser has all requisite corporate power or other similar power, as the case may be, and authority and has taken all corporate action necessary in order to executeenter into, deliver and perform its obligations under this Agreement and the other Transaction Documents Ancillary Agreements and to which it is or will be a party as consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements by Purchaser, the performance by Purchaser of its obligations hereunder and thereunder, and the consummation by Purchaser of the date hereof transactions contemplated hereby and as thereby, have been duly authorized by the board of Purchaser and by any other requisite corporate or similar action on the part of Purchaser. No vote or approval of the Effective Timestockholders of Purchaser is required for Purchaser to enter into, deliver or perform its obligations under, this Agreement or the Ancillary Agreements. This Agreement has been duly executed and delivered by Remainco Purchaser and (assuming the valid authorization, execution, and delivery of this Agreement by the SPX Sellers party hereto) constitutes a legal, valid and binding agreement obligation of Remainco, Purchaser enforceable against Remainco Purchaser in accordance with its terms, subject except to the extent such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, fraudulent conveyance, moratorium and or other similar Laws of general applicability relating to or affecting creditors’ rights generally and to general principles of equity principles (the “Bankruptcy and Equity Exception”regardless of whether enforcement is considered in a proceeding in equity or at law). Except for such further action of the Remainco Board requiredThe Ancillary Agreements will be duly executed and delivered by Purchaser and (assuming, if applicable, to determine the structure of the Distributionvalid authorization, establish the Distribution Record Date and the Distribution Dateexecution, and the effectiveness of the declaration of the Distribution delivery thereof by the Remainco Board (which is subject to other parties thereto) will constitute the satisfaction orlegal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except to the extent permitted such enforceability may be limited by applicable Lawbankruptcy, waiver insolvency, reorganization, fraudulent conveyance, moratorium or other similar Laws relating to or affecting creditors’ rights generally and to general principles of the conditions set forth equity (regardless of whether enforcement is considered in the Separation and Distribution Agreementa proceeding in equity or at law), the execution and delivery by Remainco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Remainco is necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Effective Time.

Corporate Authority and Approval. (a) Remainco has all requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time. This Agreement has been duly executed and delivered by Remainco and constitutes a valid and binding agreement of Remainco, enforceable against Remainco in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”). Except for such further action of the Remainco Board required, if applicable, to determine the structure of the Spinco Distribution, establish the Distribution Record Date and the Spinco Distribution Date, and the effectiveness of the declaration of the Initial Spin and the Spinco Distribution by the Remainco Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), the execution and delivery by Remainco of this Agreement and the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of Remainco is necessary to authorize this Agreement or the other Transaction Documents to which it is or will be a party as of the date hereof and as of the Second Effective Time.