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

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) Each of CB&I and CB&I Sub has full corporate authority to enter into this Agreement, the Shareholder Agreement and the other Transaction Documents and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement, 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 CB&I Sub, and this Agreement has been duly executed and delivered by CB&I and CB&I Sub. This Agreement constitutes, and the Shareholder Agreement when executed and delivered will constitute, the legal, valid and binding obligation of CB&I and CB&I Sub, as applicable, enforceable against each 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 and CB&I Sub of this Agreement, the Shareholder Agreement and the other Transaction Documents to which each is a party have not and will not (i) violate, breach or constitute a default under (A) either of their Charter Documents, (B) any Governmental

Authorization; Enforceability; Absence of Conflicts; Required Consents. (a) Each of CB&I and CB&I Sub 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 CB&I SubCB&I, and this Agreement has been duly executed and delivered by CB&I and CB&I Sub. CB&I. This Agreement constitutes, and the Amended Shareholder Agreement and Funding Agreement when executed and delivered will constitute, the legal, valid and binding obligation of CB&I and CB&I Sub, as applicableCB&I, enforceable against each 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 and CB&I Sub of this Agreement, the Amendment to the Shareholder Agreement and the other Transaction Documents to which each is a party have not and will not (i) violate, breach or constitute a default under (A) either of their Charter Documents, (B) any Governmentalother