Common use of Authority of the Company Clause in Contracts

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision of the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is a party or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) hereto.

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constituteand to carry out the transactions contemplated hereby or thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Board of Directors of the Company and, subject to the approval of this Agreement and the transactions contemplated hereby by the Stockholders in accordance with Delaware Law and the Restated Certificate of Incorporation and by-laws of the Company ("Stockholder Approval"), no other action on the part of the Company or the Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (ia) do does not and will not violate any provision of the certificate Certificate of incorporation Incorporation or bylaws by-laws of the Company or any SubsidiaryCompany; (iib) subject to the expiration or termination of the waiting period under the HSR Act, do does not and will not violate any material Lawlaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or mademade (other than Stockholder Approval); and (iiic) do does not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property of the CompanyCompany is bound or affected, or result in the creation or imposition of any Subsidiary ormortgage, to the Knowledge pledge, lien, security interest or other charge or encumbrance on any of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) hereto's assets or the Company Shares.

Authority of the Company. (a) The Company has the full rightrequisite corporate, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it the Company pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and each such other agreement, document and instrument executed and delivered by the performance of the Company’s obligations hereunder Company pursuant to or contemplated by this Agreement have been duly authorized by all necessary action of the Company and its stockholders and no other action on the part of the CompanyCompany or its stockholders is required in connection therewith. No person (other than Gibelli) is entitled to appraisal rights, or notice thereof, in connection with the Merger under Delaware Law (it being understood that the Principal Stockholder has waived his appraisal rights pursuant to this Agreement). This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (i) do not and will not violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company or any SubsidiaryCompany; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate result in the violation of any material Law, judgment, order laws of the United States or decree any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, require any consent under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property of the Company is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Company's assets or Common Stock, except as specifically identified on SCHEDULE 2.5(a). (b) The Principal Stockholder has the capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of him pursuant to or contemplated by this Agreement. This Agreement and each agreement, document and instrument executed and delivered by the Principal Stockholder pursuant to or contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Principal Stockholder enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, or reorganization laws, or other laws relating to or affecting the availability of the remedy of specific performance or equitable principles of general application. The execution, delivery and performance by the Principal Stockholder of this Agreement and each such agreement, document and instrument: (i) do not and will not result in a violation of any laws of the United States or any state or other jurisdiction applicable to the Principal Stockholder or require the Principal Stockholder to obtain any approval, consent or waiver of, or make any filing with, any Subsidiary orperson or entity (governmental or otherwise) that has not been obtained or made; and (ii) do not and will not result in a material breach of, constitute a material default under, require any consent under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which any Stockholder is a party or by which the property of any Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of any Stockholder's assets, including, without limitation, the Company Shares held by such Stockholder. (c) Except as disclosed in SCHEDULE 2.5(c) hereto, there are no agreements or arrangements to which the Stockholders are parties relating to the Knowledge business of the Company or to the Stockholders' rights and obligations as stockholders of the Company, C&A Grindingor the rights and obligations of their designees as directors or officers of the Company. The Principal Stockholder does not own, LLC is bounddirectly or indirectly, except on an individual or joint basis, any material interest in, or serve as otherwise set forth on Schedule 3.03(b)(iii) heretoan officer or director of, any customer, competitor or supplier of the Company, or any organization which has a contract or arrangement with the Company. The Principal Stockholder has not at any time transferred any of the capital stock of the Company held by or for him to any employee or consultant of the Company, which transfer constituted or could be viewed as compensation for services rendered to the Company by said employee or consultant.

Authority of the Company. (a) The Company has and the Principal Stockholders have full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it the Company and the Principal Stockholders pursuant to or as contemplated by this Agreement and and, subject to the approval of this Agreement by the Stockholders of the Company, to carry out the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by the Company and the Principal Stockholders of this Agreement and the performance of the Company’s obligations hereunder each such other agreement, document and instrument have been duly authorized by all necessary action of the Company and the Principal Stockholders and, subject to the approval of this Agreement by the Stockholders of the Company, no other action on the part of the CompanyCompany or the Principal Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by the Company and the Principal Stockholders pursuant to this Agreement constituteconstitutes, or when executed and delivered will constitute, valid and binding obligations of the Company, Company and the Principal Stockholders enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company and the Principal Stockholders of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (i) do does not and will not violate any provision of the certificate of incorporation charter or bylaws by-laws of the Company or any SubsidiaryCompany; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do does not and will not violate any material Lawlaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, the Principal Stockholders or require the Company or the Principal Stockholders to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or made; and (iii) do does not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Principal Stockholders is a party or by which the property of the CompanyCompany or any of the Principal Stockholders is bound or affected, or result in the creation or imposition of any Subsidiary ormortgage, to the Knowledge pledge, lien, security interest or other charge or encumbrance on any of the Company's, C&A Grinding, LLC is boundits Subsidiaries' or Principal Stockholders' assets or capital stock of the Company or its Subsidiaries, except as otherwise set forth specifically identified on Schedule 3.03(b)(iii) heretoSCHEDULE 2.5.

Authority of the Company. (a) The Company has the full right, corporate power and authority to enter into execute, deliver and perform this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out all of the transactions contemplated hereby and therebyCompany Ancillary Agreements. The execution execution, delivery and delivery performance of this Agreement and the performance Company Ancillary Agreements by the Company have been duly authorized and approved by the Company’s board of directors and, to the extent required by the Certificate of Incorporation or any agreement to which the Company is a party, by the requisite number of the Company’s obligations hereunder have been duly authorized by all necessary action on the part stockholders and do not require any further authorization or consent of the CompanyCompany or its stockholders. This Agreement and each agreementhas been duly authorized, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constituteis the legal, valid and binding obligations obligation of the Company, Company enforceable in accordance with their respective its terms, subject to and each of the Company Ancillary Agreements has been duly authorized by the Company and upon execution and delivery by the Company will be a legal, valid and binding obligation of the Company enforceable in accordance with its terms, in each case except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and or similar laws affecting the enforcement of creditors’ rights generally, generally and subject, as to enforceability, to by the effect of general principles of equity (regardless of whether enforcement is sought considered in a proceeding in equity or at law or in equitylaw). (b) The executionExcept as set forth in Schedule 5.3, neither the execution and delivery and performance by the Company of this Agreement or any of the Company Ancillary Agreements nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, conditions and provisions hereof or thereof, in each such agreementcase by the Company, document and instrument contemplated by this Agreement to which it is a partywill: (i) do not and will not violate any provision conflict with, result in a breach of the certificate terms, conditions or provisions of, or constitute a default, an event of incorporation default or bylaws an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the creation or imposition of any Encumbrance upon any of the properties or assets of the Company or any Subsidiary; , under (iiA) subject to the expiration certificate of incorporation or termination by-laws, or similar organizational documents, of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiary, or require the (B) any Company to obtain any material approvalAgreement, consent or waiver of, or make any filing with, any Person (governmental or otherwiseC) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trustfranchise, lien, lease, permit, permit or other authorization, orderright, writrestriction or ** Portions of the Exhibit have been omitted and have been filed separately pursuant to an application for confidential treatment filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, judgment, injunction, decree, determination or arbitration award, whether written or oral, as amended. obligation to which the Company or any Subsidiary is a party or any of the assets or properties of the Company or any Subsidiary is subject or by which the Company or any Subsidiary is bound, (D) any Court Order to which the Company or any Subsidiary is a party or any of the properties or assets of the Company or any Subsidiary is subject or by which the Company or any Subsidiary is bound, or (E) any material Requirements of Laws affecting the Company, any Subsidiary or any of their respective properties, assets or business; or (ii) require the approval, to consent, authorization or act of, or the Knowledge making by the Company of any declaration, filing or registration with, any Person, except for the filing of the Company, C&A Grinding, LLC is a party or Certificate of Merger as contemplated by which Section 4.2 with the property Secretary of State of the Company, any Subsidiary or, to State of Delaware and as provided under the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretoHSR Act.

Authority of the Company. (a) The Board of Directors of the Company has deemed the full right, Merger to be advisable and in the best interests of the Company’s stockholders and the Company has all requisite corporate power and authority to enter into this Agreement and each agreementand, document and instrument subject to be executed and delivered approval of the Merger by it pursuant the stockholders of the Company, to or as contemplated by this Agreement and to carry out consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by the Company and the performance consummation by the Company of the Company’s obligations hereunder transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to such approval of the Merger by the stockholders of the Company. This Agreement and each agreement, document and instrument to be has been duly executed and delivered by the Company pursuant to and (assuming the valid authorization, execution and delivery of this Agreement constitute, or when executed by Purchaser and delivered will constitute, the Merger Sub) constitutes a valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium . The execution and similar laws affecting creditors’ rights generallydelivery of the Agreement do not, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision consummation of the certificate of incorporation or bylaws of transactions contemplated hereby and compliance with the Company or any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR Actprovisions hereof will not, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiaryconflict with, or require the Company to obtain result in any material approval, consent or waiver violation of, or make any filing withdefault (with or without notice or lapse of time, any Person (governmental or otherwiseboth) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination termination, cancellation or acceleration of any indentureobligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of the Subsidiary under, any provision of (i) the articles of incorporation or by-laws of the-Company, (ii) except as disclosed on Schedule 2.2, any loan or credit agreement, note, bond, mortgage, indenture, lease or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorizationconcession, franchise or license applicable to the Company or the Subsidiary or (iii) any judgment, order, writ, judgment, injunction, decree, determination statute, law, ordinance, rule or arbitration award, whether written or oral, to which the Company, any Subsidiary or, regulation applicable to the Knowledge Company or any the Subsidiary or any of the Company, C&A Grinding, LLC is a party their respective properties or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretoassets.

Authority of the Company. No Breach by Agreement. ------------------------------------------------ (a) The Company has the full right, corporate power and authority necessary to enter into this Agreement execute, deliver and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by perform its obligations under this Agreement and to carry out consummate the transactions transaction contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the performance consummation of the Company’s obligations hereunder transactions contemplated herein have been duly and validly authorized by all necessary corporate action in respect thereof on the part of the Company. This Agreement and each agreementSubject to any necessary approvals, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constituterepresents a legal, valid and binding obligations obligation of the Company, enforceable against the Company in accordance with their respective terms, subject to its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, or similar laws, affecting the enforcement of creditors' rights generally and similar laws affecting creditors’ rights generally, and subject, as except that the availability of the equitable remedy of specific performance or injunctive relief is subject to enforceability, to general principles the discretion of equity (regardless of whether enforcement is sought in a the court before which any proceeding at law or in equitymay be brought). (b) The executionNeither the execution and delivery of this Agreement by the Company, delivery and performance nor the consummation by the Company of this Agreement and each such agreementthe transactions contemplated hereby, document and instrument contemplated nor compliance by this Agreement to which it is a party: the Company with any of the provisions hereof, will (i) do not and will not violate conflict with or result in a breach of any provision of the certificate Company's articles of incorporation or bylaws or the certificate or articles of incorporation or association or bylaws of the Bank or any resolution adopted by the board of directors or the shareholders of the Company or any Subsidiary; the Bank; (ii) except as disclosed in Section 2.2 of the Disclosure Schedule, constitute or result in a Default under, or require any consent pursuant to, or result in the creation of any lien on any asset of the Company or the Bank under, any contract or permit of the Company or the Bank; or (iii) subject to the expiration or termination receipt of the waiting period under the HSR Actrequisite consents, do not and will not violate constitute or result in a Default under, or require any material Lawconsent pursuant to, judgment, any law or order or decree applicable to the Company or the Bank or any Subsidiaryof their respective material assets. (c) Other than in connection or compliance with the provisions of Securities Laws and applicable state corporate and securities laws, and other than consents required from Regulatory Authorities, and other than notices to or require filings with the Company Internal Revenue Service or the Pension Benefit Guaranty Corporation with respect to obtain any material approvalemployee benefit plans, consent or waiver ofno notice to, or make any filing with, any Person (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach consent of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which Governmental Authority is necessary for the Company, any Subsidiary or, to consummation by the Knowledge Company of the Company, C&A Grinding, LLC is a party or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretotransactions contemplated in this Agreement.

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions Transactions contemplated hereby and thereby. The Subject to obtaining the Requisite Stockholder Approval, the execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Subject to obtaining the Requisite Stockholder Approval and to providing to any Dissenting Stockholders such notice that is required under applicable Law (which the Company shall be required to provide to Stockholders pursuant to Section 3.07 of this Agreement), the execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision of the certificate of incorporation or bylaws by-laws or other equivalent governing document of the Company or any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material LawLaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company or any Subsidiary to obtain any material approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise) Consent that has not been obtained or madefiled, which violation has not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, except for the filing of the Certificate of Merger with the Secretary of State of the State of Delaware; and (iii) do not and will not result in a material breach of, constitute a material default (or an event which, with or without notice, lapse of time or both would constitute a default) under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreementmodification of, or result in the creation or imposition of a Lien upon any other material agreementproperty or assets of the Company or any Subsidiary pursuant to, contractany Contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination Order or arbitration award, whether written or oral, Approval to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is a party or by which the property of the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except where any of the foregoing has not and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise set forth on Schedule 3.03(b)(iii) 4.04 hereto.

Authority of the Company. (a) The Company has the full right, all requisite corporate power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement (collectively, the “Other Transaction Documents”) and to carry out the transactions contemplated hereby and therebyTransactions. The Except for the Requisite Stockholder Approval, the execution and delivery of this Agreement and the Other Transaction Documents to which the Company is a party and the performance of the Company’s obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument Other Transaction Document to be executed and delivered by which the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, is a party constitutes a valid and binding obligations agreement of the Company, enforceable against the Company in accordance with their respective its terms, subject to except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium and moratorium, or similar laws Laws from time to time in effect affecting the enforcement of creditors’ rights generally, . The only votes or consents required to approve this Agreement by the Company’s stockholders under the DGCL and subject, as to enforceability, to general principles the Company’s governing documents are set forth on Section 3.04(a) of equity the Disclosure Schedule (regardless of whether enforcement is sought in a proceeding at law or in equitythe “Requisite Stockholder Approval”). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement Other Transaction Document to which it is a partyparty and the consummation of the Transactions: (i) do not and will not violate any provision of the certificate of incorporation or the bylaws of the Company or the articles of incorporation or bylaws of any SubsidiarySubsidiary of the Company; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material LawLaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any SubsidiarySubsidiary of the Company, or require the Company or any Subsidiary of the Company to obtain any material notice, Order, permit, approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise) that has not been obtained or made, which violation would, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, except for any actions required under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), or other competition or anti-trust related legal or regulatory requirements of foreign jurisdictions, commissions or governing bodies (collectively, the “Antitrust Laws”); and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, leaseContract, permit, authorization, order, writ, judgment, injunction, decree, determination authorization or arbitration awardOrder, whether written or oral, to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property or assets of the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is bound, except where any of the foregoing would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries and except as otherwise set forth on Schedule 3.03(b)(iii) heretoin Section 3.04 of the Disclosure Schedule.

Authority of the Company. (a) The Company has the full right, corporate power and authority to enter into this Agreement execute, deliver and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by perform its obligations under this Agreement and to carry out consummate the transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and and, subject to Company Shareholder Approval, the performance consummation of the Company’s obligations hereunder transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the CompanyCompany including the vote of the Board of Directors of the Company approving this Agreement, the Merger and the Shareholders Agreements. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, is a valid and legally binding obligations agreement of the Company, enforceable in accordance with their respective its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar laws Laws affecting creditors’ rights generally, generally and subject, as to enforceability, to general principles of equity (regardless and except to the extent such enforceability may be limited by Laws relating to the safety and soundness of whether enforcement is sought insured depository institutions as set forth in 12 U.S.C. Section 1818(b) or the appointment of a proceeding at law or conservator by the FDIC. Prior to the filing of the Registration Statement in equity)accordance with Section 7.5, the Board of Directors of the Company shall have approved the Termination Proposal. (b) The executionexecution and delivery by the Company of this Agreement, the consummation of the transactions contemplated herein and compliance by the Company with any of the provisions hereof, will not: (i) conflict with or result in a breach of any provision of its or any of the Company Subsidiaries’ Articles or Certificates of Incorporation (or comparable organizational documents), as amended, or Bylaws (or comparable organizational documents), as amended; (ii) constitute a breach of or result in a default (or give rise to any rights of termination, cancellation or acceleration, or any right to acquire any securities or assets) under any of the terms, conditions or provisions of any note, bond, mortgage, indenture, franchise, license, permit, lease, agreement or other instrument or obligation to which the Company or any of the Company Subsidiaries is a party, or by which the Company or any of the Company Subsidiaries or any of their respective properties or assets are bound; (iii) result in the creation or imposition of any Lien on any of the properties or assets of the Company or any of the Company Subsidiaries; or (iv) violate any Law applicable to the Company or any of the Company Subsidiaries or any of their respective properties or assets. (c) No consent of, approval of, notice to or filing with any Governmental Entity having jurisdiction over any aspect of the business or assets of the Company or the Company Subsidiaries, and no consent of, approval of or notice to any other Person, is required in connection with the execution and delivery and performance by the Company of this Agreement or the consummation by the Company of the Merger and each such agreement, document and instrument the transactions contemplated by this Agreement to which it is a party: Agreement, except (i) do not and will not violate any provision the approval of the certificate Company Proposals by the shareholders of incorporation the Company; (ii) the approval of the OTS, the Federal Reserve System and Indiana Department of Financial Institutions; (iii) the filing of the Articles of Merger with the Secretary of State of the State of Indiana; (iv) filings under state corporate, banking, securities, insurance or bylaws of other Laws in states where the Company or any Subsidiary; Company Subsidiary maintains offices or transacts business; and (iiv) subject any filings required to be made with the expiration U.S. Federal Trade Commission or termination Department of Justice. As of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company, any Subsidiary ordate hereof, to the Knowledge Company’s Knowledge, it has no reason to believe that the Requisite Regulatory Approvals will not be received without the imposition of a condition, restriction or requirement of the Company, C&A Grinding, LLC is a party or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretotype described in Section 9.

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision of the certificate of incorporation or bylaws of the Company or the equivalent governing documents of any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR ActAntitrust Approvals, do not and will not violate any material LawLaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company to obtain any material approvalApproval, consent or waiver of, or make any filing with, any Person (governmental or otherwiseincluding any Governmental Authority) that has not been obtained or made, which violation or failure to obtain or make would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is a party or by which the property of the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except where any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except as otherwise set forth on Schedule 3.03(b)(iii) hereto3.03(b)(iii)hereto.

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it the Company pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and each such other agreement, document and instrument executed and delivered by the performance of the Company’s obligations hereunder Company pursuant to or contemplated by this Agreement have been duly authorized by all necessary action of the Company and its stockholders and no other action on the part of the CompanyCompany or its stockholders is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (i) do not and will not violate any provision of the certificate Articles of incorporation Organization or bylaws By-laws of the Company or any SubsidiaryCompany; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order laws of the United States or decree any state or other jurisdiction applicable to the Company or Company, implicate any Subsidiary, anti-takeover laws or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, require any consent under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property of the CompanyCompany is bound or affected, or result in the creation or imposition of any Subsidiary ormortgage, to the Knowledge pledge, lien, security interest or other charge or encumbrance on any of the Company, C&A Grinding, LLC is bound's assets or Company Common Stock, except as otherwise set forth specifically identified on Schedule 3.03(b)(iii2.5(a) attached hereto. (b) Each of the Stockholders has the capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of him or her pursuant to or contemplated by this Agreement. This Agreement and each agreement, document and instrument executed and delivered by the Stockholders pursuant to or contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Stockholders enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency, or reorganization laws, or other laws relating to or affecting the availability of the remedy of specific performance or equitable principles of general application. The execution, delivery and performance by the Stockholders of this Agreement and each such agreement, document and instrument: (i) do not and will not violate any laws of the United States or any state or other jurisdiction applicable to either Stockholder or require the Stockholders to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (ii) do not and will not result in a breach of, constitute a default under, require any consent under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which either Stockholder is a party or by which the property of such Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on such Stockholder's assets, including, without limitation, the Company Shares held by such Stockholder.

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constituteand to carry out the transactions contemplated hereby or thereby. The execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument have been duly authorized by all necessary action of the Board of Directors of the Company and, subject to the approval of this Agreement and the transactions contemplated hereby by the Stockholders in accordance with the BCL and the Charter of Incorporation and by-laws of the Company ("Stockholder Approval"), no other action on the part of the Company or the Stockholders is required in connection therewith. This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to this Agreement constitutes, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (ia) do does not and will not violate any provision of the certificate Charter of incorporation Incorporation or bylaws by-laws of the Company or any SubsidiaryCompany; (iib) subject to the expiration or termination of the waiting period under the HSR Act, do does not and will not violate any material Lawlaws of the United States, judgmentor any other country, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, Group or require the Company Group to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or mademade (other than Stockholder Approval); and (iiic) do does not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, any Subsidiary or, to the Knowledge member of the Company, C&A Grinding, LLC Company Group is a party or by which the property of the CompanyCompany Group is bound or affected, or result in the creation or imposition of any Subsidiary ormortgage, to the Knowledge pledge, lien, security interest or other charge or encumbrance on any of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretoCompany Group's assets or the Company Shares.

Authority of the Company. (a) The Board of Directors of the Company has deemed the full right, Merger to be advisable and in the best interests of the Company's stockholders and the Company has all requisite corporate power and authority to enter into this Agreement and each agreementand, document and instrument subject to be executed and delivered approval of the Merger by it pursuant the stockholders of the Company, to or as contemplated by this Agreement and to carry out consummate the transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement by the Company and the performance consummation by the Company of the Company’s obligations hereunder transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to such approval of the Merger by the stockholders of the Company. This Agreement and each agreement, document and instrument to be has been duly executed and delivered by the Company pursuant to and (assuming the valid authorization, execution and delivery of this Agreement constitute, or when executed by Galileo and delivered will constitute, the Merger Sub) constitutes a valid and binding obligations obligation of the Company, Company enforceable against the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium . The execution and similar laws affecting creditors’ rights generallydelivery of the Agreement do not, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision consummation of the certificate of incorporation or bylaws of transactions contemplated hereby and compliance with the Company or any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR Actprovisions hereof will not, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiaryconflict with, or require the Company to obtain result in any material approval, consent or waiver violation of, or make any filing withdefault (with or without notice or lapse of time, any Person (governmental or otherwiseboth) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination termination, cancellation or acceleration of any indentureobligation or to the loss of a material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets of the Company or any of the Subsidiary under, any provision of (i) the certificate of incorporation or by-laws of the Company, (ii) except as set forth in the Schedules hereto, any loan or credit agreement, note, bond, mortgage, indenture, lease or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorizationconcession, franchise or license applicable to the Company or the Subsidiary or (iii) any judgment, order, writ, judgment, injunction, decree, determination statute, law, ordinance, rule or arbitration award, whether written or oral, to which the Company, any Subsidiary or, regulation applicable to the Knowledge Company or any the Subsidiary or any of the Company, C&A Grinding, LLC is a party their respective properties or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretoassets.

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it the Company pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and each such other agreement, document and instrument executed and delivered by the performance of the Company’s obligations hereunder Company pursuant to or contemplated by this Agreement have been duly authorized by all necessary action of the Company and its stockholders and no other action on the part of the CompanyCompany or its stockholders is required in connection therewith. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (i) do not and will not violate any provision of the certificate Certificate of incorporation Incorporation or bylaws By-laws of the Company or any SubsidiaryCompany; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order laws of the United States or decree any state or other jurisdiction applicable to the Company or Company, implicate any Subsidiary, anti-takeover laws or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, require any consent under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, award to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property of the CompanyCompany is bound or affected, or result in the creation or imposition of any Subsidiary ormortgage, to the Knowledge pledge, lien, security interest or other charge or encumbrance on any of the Company, C&A Grinding, LLC is bound's assets or Company Common Stock, except as otherwise set forth specifically identified on Schedule 3.03(b)(iiiSCHEDULE 2.5(a). (b) heretoThe Principal Stockholder has the capacity to enter into this Agreement and each agreement, document and instrument to be executed and delivered by or on behalf of him pursuant to or contemplated by this Agreement. This Agreement and each agreement, document and instrument executed and delivered by the Principal Stockholder pursuant to or contemplated by this Agreement constitute, or when executed and delivered will constitute, valid and binding obligations of the Principal Stockholder enforceable in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or reorganization laws, or other laws relating to or affecting the availability of the remedy of specific performance or equitable principles of general application. The execution, delivery and performance by the Principal Stockholder of this Agreement and each such agreement, document and instrument: (i) do not and will not violate any laws of the United States or any state or other jurisdiction applicable to the Principal Stockholder or require the Principal Stockholder to obtain any approval, consent or waiver of, or make any filing with, any person or entity (governmental or otherwise) that has not been obtained or made; and (ii) do not and will not result in a breach of, constitute a default under, require any consent under, accelerate any obligation under or give rise to a right of termination of any indenture or loan or credit agreement or any other agreement, contract, instrument, mortgage, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award to which the Principal Stockholder is a party or by which the property of the Principal Stockholder is bound or affected, or result in the creation or imposition of any mortgage, pledge, lien, security interest or other charge or encumbrance on any of the Principal Stockholder's assets, including, without limitation, the Company Shares held by the Principal Stockholder.

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws Laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a party: (i) do not and will not violate any provision of the certificate of incorporation or bylaws of the Company or the equivalent governing documents of any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR ActAntitrust Approvals, do not and will not violate any material LawLaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any Subsidiary, or require the Company to obtain any material approvalApproval, consent or waiver of, or make any filing with, any Person (governmental or otherwiseincluding any Governmental Authority) that has not been obtained or made, which violation or failure to obtain or make would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or arbitration award, whether written or oral, to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is a party or by which the property of the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is bound, except where any of the foregoing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or except as otherwise set forth on Schedule 3.03(b)(iii) hereto.

Authority of the Company. (a) The Company has the full right, power and ------------------------ authority to enter into execute and deliver this Agreement and each agreementthe Company Ancillary Agreements, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out consummate the transactions contemplated hereby and therebythereby and to comply with the terms, conditions and provisions hereof and thereof. The execution execution, delivery and delivery performance of this Agreement and the performance of Company Ancillary Agreements by the Company’s obligations hereunder Company have been duly authorized and approved by all necessary corporate action on the part of behalf of, and do not require any further authorization or consent of, the Company. This Agreement is, and each agreement, document and instrument to be Company Ancillary Agreement when executed and delivered by the Company pursuant to this Agreement constituteand the other parties thereto will be, or when executed and delivered will constitutelegal, valid and binding obligations agreements of the Company, Company enforceable in accordance with their respective terms. Except as set forth in Schedule 4.4, subject to applicable bankruptcy, insolvency, reorganization, moratorium neither the execution and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance ------------ by the Company of this Agreement and each such agreement, document and instrument contemplated the Company Ancillary Agreements or the consummation by this Agreement to which it is a party: (i) do not and will not violate the Company of any provision of the certificate of incorporation transactions contemplated hereby or bylaws thereby nor compliance by the Company with or fulfillment by the Company of the Company or any Subsidiary; (ii) subject to the expiration or termination terms, conditions and provisions hereof thereof will conflict with, result in a breach of the waiting period under the HSR Actterms, do not and will not violate any material Law, judgment, order conditions or decree applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver provisions of, or make any filing withconstitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, any Person (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, loan or credit agreement, or any other material agreementnote, contract, instrumentbond, mortgage, deed of trustindenture, lienlease or other agreement, leaseinstrument or governmental license or permit applicable to the Company, permit, authorizationor any judgment, order, writ, judgment, injunction, decree, determination award or arbitration award, whether written or oral, decree to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is Company a party or any of its respective assets or properties is subject or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is bound, except as otherwise set forth on Schedule 3.03(b)(iii) heretoor any statute, other law or regulatory provision affecting the Company.

Authority of the Company. (a) The Company has the full right, power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s 's obligations hereunder have been duly authorized by all necessary corporate action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constitute, or will when executed and delivered will constitute, valid and binding obligations of the Company, enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ ' rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument all other agreements contemplated by this Agreement hereby to which it the Company is a party: (i) , the repurchase of common stock contemplated by the Distribution and Repurchase Agreement and the fulfillment of and compliance with the respective terms hereof and thereof by the Company do not and will not violate any provision of the certificate of incorporation (i) materially conflict with or bylaws of the Company or any Subsidiary; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material Law, judgment, order or decree applicable to the Company or any Subsidiary, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of the terms, conditions or provisions of, (ii) constitute a material default under, accelerate (iii) result in the creation of any lien, security interest, charge or encumbrance upon the respective capital stock or assets of the Company or any of its Subsidiaries pursuant to, (iv) result in a material violation of, or (vi) require any material obligation underauthorization, consent, approval, exemption or other material action by or material notice or declaration to, or give rise to a right material filing with (except for any actions required under the Hart-Scott-Rodino Antitrust Improvements Act of termination 1976 as amended (the "XXX Xxt")), any court or administrative or governmental body or agency, the charter, bylaws or similar organizational documents of the Company or any indenture, loan or credit agreementof its Subsidiaries, or any other material law, statute, rule or regulation to which the Company or any of its Subsidiaries are subject, or any material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination judgment or arbitration award, whether written or oral, decree to which the Company, Company or any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is a party or by which the property of the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC is boundits Subsidiaries are subject, except as otherwise set forth on Schedule 3.03(b)(iii) 3.4 hereto.

Authority of the Company. (a) The Company has the full right, authority and power and authority to enter into this Agreement and each agreement, document and instrument to be executed and delivered by it pursuant to or as contemplated by this Agreement and to carry out the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the performance of the Company’s obligations hereunder have been duly authorized by all necessary action on the part of the Company. This Agreement and each agreement, document and instrument to be executed and delivered by the Company pursuant to this Agreement constituteand to carry out the transactions contemplated hereby and thereby. (b) Except as disclosed on SCHEDULE 2.5, the execution, delivery and performance by the Company of this Agreement and each such other agreement, document and instrument to be executed and delivered by the Company pursuant to the Agreement have been duly authorized by all necessary action of the Company and no other action on the part of the Company, GTC or the Stockholder is required in connection therewith. (c) This Agreement and each agreement, document and instrument executed and delivered by the Company pursuant to this Agreement constitutes, or when executed and delivered will constitute, legal, valid and binding obligations of the Company, Company enforceable in accordance with their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) . The execution, delivery and performance by the Company of this Agreement and each such agreement, document and instrument contemplated by this Agreement to which it is a partyinstrument: (i) do not and will not violate any provision of the certificate Certificate of incorporation Incorporation or bylaws of the Company or any SubsidiaryBy-laws; (ii) subject to the expiration or termination of the waiting period under the HSR Act, do not and will not violate any material Lawlaws of the United States, judgment, order or decree any state or other jurisdiction applicable to the Company or any SubsidiaryCompany, or require the Company to obtain any material approval, consent or waiver of, or make any filing with, any Person person or entity (governmental or otherwise) that has not been obtained or made; and (iii) do not and will not result in a material breach of, constitute a material default under, accelerate any material obligation under, or give rise to a right of termination of any indenture, indenture or loan or credit agreement, agreement or any other material agreement, contract, instrument, mortgage, deed of trust, lien, lease, permit, authorization, order, writ, judgment, injunction, decree, determination or determination, arbitration award, whether written order or oral, judgment to which the Company, any Subsidiary or, to the Knowledge of the Company, C&A Grinding, LLC Company is a party or by which the property of the CompanyCompany is bound or affected, or result in the creation or imposition of any Subsidiary or, to the Knowledge lien or other encumbrance on any of the Company, C&A Grinding, LLC is bound's assets or the Company Shares, except as otherwise set forth for breaches, defaults, accelerations, terminations or encumbrances that would not have a Material Adverse Effect on Schedule 3.03(b)(iii) heretothe Company.