Common use of Authorization; Enforceability; Absence of Conflicts; Required Consents Clause in Contracts

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) CB&I has full corporate authority to enter into this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Amendment to the Shareholder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of CB&I, and this Agreement has been duly executed and delivered by CB&I. This Agreement constitutes, and the Amended Shareholder Agreement when executed and delivered will constitute, the legal, valid and binding obligation of CB&I, enforceable against it in accordance with its terms, except that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (b) The execution, delivery and performance in accordance with their respective terms by CB&I of this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents to which it is a party have not and will not (i) violate, breach or constitute a default under (A) its Charter Documents, (B) any Governmental Requirement, order, writ, injunction or decree applicable to it, or (C) any note, bond, mortgage, indenture or material agreement or obligation to which it is a party or by which it is bound, except for such violations, breaches, terminations, and defaults that are set forth in Schedule 5.02, (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of CB&I, or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require CB&I to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of CB&I (or upon any revenues, income or profits of CB&I therefrom), except for certain covenants of CB&I contained in its bank credit facilities, or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by CB&I at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under any applicable Environmental Law. (c) Except (i) as may be required by the HSR Act or applicable state securities or blue sky laws or (ii) as set forth in Schedule 5.02, no Governmental Approvals or consents of any third party are required to be obtained, and no reports or notices to or filings with any Governmental Authority are required to be made, by CB&I for the execution, delivery or performance by CB&I of this Agreement, the Amendment to the Shareholder Agreement or the other Transaction Documents to which it is a party, the enforcement against CB&I of its

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) CB&I has full corporate authority to enter into this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Amendment to the Shareholder Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of CB&I, and this Agreement has been duly executed and delivered by CB&I. This Agreement constitutes, and the Amended Shareholder Agreement when executed and delivered will constitute, constitutes the legal, valid and binding obligation of CB&I, enforceable against it in accordance with its terms, except that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (b) The execution, delivery and performance in accordance with their respective terms by CB&I of this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents to which it is a party have not and will not (i) violate, breach or constitute a default under (A) its Charter Documents, (B) any Governmental Requirement, order, writ, injunction or decree applicable to it, or (C) any note, bond, mortgage, indenture or material agreement or obligation to which it is a party or by which it is bound, except for such violations, breaches, terminations, and defaults that are set forth in Schedule 5.02, (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of CB&I, or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require CB&I to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any Person the right to obtain, any Lien upon any property or assets of CB&I (or upon any revenues, income or profits of CB&I therefrom), except for certain covenants of CB&I contained in its bank credit facilities, or (iv) result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by CB&I at the date hereof and necessary for the ownership or lease and the operation of its properties or the carrying on of its business as now conducted, including any necessary Governmental Approval under any applicable Environmental Law. (c) Except (i) as may be required by the HSR Act or applicable state securities or blue sky laws or (ii) as set forth in Schedule 5.02laws, no Governmental Approvals or consents of any third party are required to be obtained, and no reports or notices to or filings with any Governmental Authority or third party are required to be made, by CB&I for the execution, delivery or performance by CB&I of this Agreement, the Amendment to the Shareholder Agreement or the other Transaction Documents to which it is a party, or the enforcement against CB&I of itsits obligations hereunder or thereunder, and the transactions contemplated hereby or thereby.

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) CB&I has full corporate authority The execution, delivery and performance by the Seller of each Transaction Document to enter into which it is a party, and the effectuation of the transactions that this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreementcontemplate, are within the Amendment to the Shareholder Agreement and the consummation power of the transactions contemplated hereby Seller under its Charter Documents and, subject to obtaining shareholder approval and all necessary consents and approvals set forth in Schedule 7.3(c), Schedule 7.3(d) and Schedule 7.3(e), consistent with applicable Legal Requirements of its state of incorporation and have been duly authorized by all necessary action on proceedings, including actions permitted to be taken in lieu of proceedings, required by its Charter Documents and such Legal Requirements. (b) Each Transaction Document, when executed and delivered by the part of CB&ISeller, and this Agreement has will have been duly executed and delivered by CB&I. This Agreement constitutes, the Seller and the Amended Shareholder Agreement when executed and delivered will constitute, be the legal, valid and binding obligation of CB&I, and enforceable against it the Seller in accordance with its terms, except as that enforceability may be limited by (i) limited by any applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting the enforcement of creditors' ’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). (bc) The execution, delivery and performance in accordance with their respective terms of each of the Transaction Documents by CB&I the Seller and the effectuation of the transactions this Agreement, the Amendment to the Shareholder Agreement and the other those Transaction Documents to which it is a party have contemplate do not and will not (i) violate, breach or constitute a default under (A) its the Charter DocumentsDocuments of the Seller or, subject to the execution and delivery of the J/V Operating Agreement Amendments, any of the Joint Ventures, (B) any Governmental Requirement, order, writ, injunction or decree Legal Requirement applicable to itthe Seller, subject to obtaining all necessary consents and approvals set forth in Schedule 7.3(c), Schedule 7.3(d) and Schedule 7.3(e), or (C) any note, bond, mortgage, indenture or material agreement or obligation to which it is a party or by which it is bound, except for such violations, breaches, terminations, and defaults that are as set forth in Schedule 5.027.3(c), any Material Agreement of the Seller or any of the Joint Ventures, (ii) result in the acceleration or mandatory prepayment of any Indebtedness, or any Guaranty not constituting Indebtedness, of CB&I, or afford any holder of any of that Indebtedness, or any beneficiary of any of those Guaranties, the right to require CB&I to redeem, purchase or otherwise acquire, reacquire or repay any of that Indebtedness, or to perform any of those Guaranties, (iii) cause or result in the imposition of, or afford any Person the right to enforce or to obtain, any Lien upon any property of the Assets or assets any of CB&I (or upon any revenues, income or profits of CB&I therefrom), except for certain covenants of CB&I contained in its bank credit facilitiesthe Joint Venture Assets, or (iviii) except as set forth in Schedule 7.3(c), result in the revocation, cancellation, suspension or material modification, in any single case or in the aggregate, of any Governmental Approval possessed by CB&I at the date hereof Seller or any of the Joint Ventures and necessary for the ownership or lease and or the operation of its properties or the carrying on of its business Business, as now conductedappropriate, including any necessary Governmental Approval under any applicable Environmental LawLaws and Health Care Laws, provided that all required Governmental Approvals are obtained by Buyers. (cd) Except (i) as may be required by To the HSR Act or applicable state securities or blue sky laws or (ii) knowledge of the Seller and except as set forth in Schedule 5.027.3(d), no Legal Requirement requires the Seller or any of the Joint Ventures to obtain any Governmental Approvals Approval, or consents of make any third party are required to be obtainedfilings, and no reports including any report or notices to or filings notice, with any Governmental Authority are required to be madeAuthority, by CB&I for in connection with the execution, delivery or performance by CB&I the Seller of this Agreement, the Amendment to the Shareholder Agreement or the other Transaction Documents to which it is a partyDocuments, the enforcement against CB&I the Seller or any of itsthe Joint Ventures of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate. (e) To the knowledge of the Seller and except as set forth in Schedule 7.3(e), no Contractual Commitment or other agreement or arrangement to which the Seller or any of the Joint Ventures are party or are bound or to which any of their respective properties or other assets are subject, requires the Seller or any of the Joint Ventures to obtain any consent or approval from, or make any filing (including any report or notice) with, any Person in connection with the execution, delivery or performance by the Seller of the Transaction Documents, the enforcement against the Seller of its obligations thereunder or the effectuation of the transactions the Transaction Documents contemplate.