Common use of Certifications and Opinion Clause in Contracts

Certifications and Opinion. Schlumberger shall have furnished Camco with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger approving this Transaction Agreement and the transactions contemplated hereby; and (ii) a favorable opinion, dated the Closing Date, in customary form and substance, of Xxxxx X. Xxxxxxxx, Esquire, General Counsel of Schlumberger, to the effect that: (A) Schlumberger is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; and the execution and delivery of this Transaction Agreement did not, and the consummation of the transactions contemplated hereby will not, violate any provision of Schlumberger's Certificate of Incorporation or Bylaws; (B) the Board of Directors of Schlumberger has taken all action required under its jurisdiction of incorporation, its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Schlumberger enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief; and (C) the Schlumberger Shares to be delivered to the holders of Camco Common Stock pursuant to Article II of the Merger Agreement are duly authorized and when issued and delivered as contemplated by the Merger Agreement will be legally and validly issued and fully paid and nonassessable and no stockholders of Schlumberger shall have any preemptive rights with respect thereto either pursuant to the organizational documents of Schlumberger or under applicable law of the jurisdiction of Schlumberger's organization.

Certifications and Opinion. Schlumberger Parent shall have furnished Camco the Company with: : (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger Parent approving this Transaction Agreement and consummation of the Merger and the transactions contemplated hereby, including the issuance, listing and delivery of the Parent Shares pursuant hereto; and (ii) a favorable opinion, dated the Closing Date, in customary form and substance, of Xxxxx X. XxxxxxxxFulbright & Jawoxxxx X.X.P., Esquire, General Counsel of Schlumberger, counsel for Parent to the effect that: : (A) Schlumberger is a corporation Parent and the Sub are corporations duly incorporatedorganized, validly existing and in good standing under the laws of its jurisdiction the State of incorporation Delaware and has have corporate power to own its their properties and assets and to carry on its their business as presently conducted and as described in the Registration Proxy Statement; . Sub has the requisite corporate power to merge with the Company as contemplated by this Agreement and Parent has the requisite corporate power to carry out its obligations under this Agreement. The execution and delivery of this Transaction Agreement did not, and the consummation of the transactions contemplated hereby Merger will not, violate any provision of SchlumbergerParent's or Sub's Certificate of Incorporation or Bylaws; By-Laws; (B) the Board of Directors of Schlumberger has Parent and Sub have taken all action required under its jurisdiction of incorporationby the DGCL, its Certificate their Certificates of Incorporation or its Bylaws their By-Laws to authorize the such execution and delivery of this Transaction Agreement and the transactions contemplated herebyby this Agreement, including the Merger in accordance with the terms of this Agreement; and this Transaction Agreement is a valid and binding agreement of Schlumberger Parent and Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium fraudulent transfer or other similar laws or judicial decisions now or hereafter in effect relating to affecting the enforcement of creditors' rights generally or governing the availability of pursuant to general equitable reliefprinciples; and and (C) the Schlumberger The Parent Shares to be delivered issued pursuant to the holders of Camco Common Stock pursuant to Article II of the Merger Agreement are have been duly authorized and and, when issued and delivered as contemplated by the Merger Agreement hereby, will be have been legally and validly issued and will be fully paid and nonassessable non-assessable and no stockholders stockholder of Schlumberger shall Parent will have any preemptive rights with right of subscription or purchase in respect thereto either pursuant to the organizational documents thereof under Delaware law or Parent's Certificate of Schlumberger Incorporation or under applicable law of the jurisdiction of Schlumberger's organizationBy-laws.

Certifications and Opinion. Schlumberger CFW shall have furnished Camco the Company with:: -------------------------- (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger CFW approving this Transaction Agreement and consummation of the Merger and the transactions contemplated hereby; and, including the issuance, listing and delivery of the shares of CFW Common Stock pursuant hereto; (ii) a certified copy of a resolution or resolutions duly adopted by the holders of a majority of the outstanding shares of CFW Common Stock and then outstanding shares of CFW Preferred Stock entitled to vote voting together as one voting group approving the Merger, the issuance of the shares of CFW Common Stock in the Merger, and the transactions contemplated hereby; (iii) a favorable opinion, dated the Closing Date, in customary form and substancesubstance and limitations, of Xxxxx X. Hunton & Xxxxxxxx, Esquire, General Counsel of Schlumberger, counsel for CFW to the effect that: (A) Schlumberger CFW is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction the Commonwealth of incorporation Virginia and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; and CFW has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of this Transaction Agreement did not, and the consummation of the transactions contemplated hereby Merger will not, violate any provision of SchlumbergerCFW's Certificate Articles of Incorporation or Bylaws; (B) the The Board of Directors of Schlumberger CFW has taken all action required under its jurisdiction of incorporationthe VSCA, its Certificate Articles of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; the CFW Shareholder Approval has been obtained; and this Transaction Agreement is a valid and binding agreement of Schlumberger CFW enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' creditor's rights generally or governing the availability of equitable relief; and; (C) The Combination Company is a corporation duly incorporated, validly existing and in good standing under the Schlumberger Shares laws of the Commonwealth of Virginia and has corporate power to be delivered own its properties and assets and to carry on its business as presently conducted and as described in the holders Registration Statement; the Combination Company has the requisite corporate power to effect the Merger as contemplated by this Agreement; the execution and delivery of Camco Common Stock pursuant to Article II this Agreement did not, and the consummation of the Merger will not, violate any provision of the Combination Company's Articles of Incorporation or Bylaws; (D) The Board of Directors of the Combination Company has taken all action required under the VSCA, its Articles of Incorporation and its Bylaws to authorize the execution and delivery of this Agreement are and the transactions contemplated hereby; the Board of Directors and sole shareholder of the Combination Company has taken all action required by the VSCA and the Combination Company's Articles of Incorporation and Bylaws to authorize the Merger in accordance with the terms of this Agreement; and this Agreement is a valid and binding agreement of the Combination Company enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditor's rights generally or governing the availability of equitable relief; (E) The shares of CFW Common Stock to be issued pursuant to the Merger have been duly authorized and and, when issued and delivered as contemplated by the Merger Agreement hereby, will be have been legally and validly issued and will be fully paid and nonassessable non-assessable and no stockholders such shares of Schlumberger shall CFW Common Stock have any preemptive rights with respect thereto either pursuant to been registered under the organizational documents Securities Act of Schlumberger or under applicable law of the jurisdiction of Schlumberger's organization1933.

Certifications and Opinion. Schlumberger STC shall have furnished Camco with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger STC and Sub approving this Transaction Merger Agreement and consummation of the Merger and the transactions contemplated hereby; and; (ii) a favorable opinion, dated the Closing Date, in customary form and substance, of Xxxxx X. Xxxxxxxx, Esquire, General Counsel of Schlumberger, to the effect that: (A) Schlumberger Each of STC and Sub is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; STC and Sub each has the requisite corporate power to effect the Merger as contemplated by this Merger Agreement; the execution and delivery of this Transaction Merger Agreement did not, and the consummation of the transactions contemplated hereby Merger will not, violate any provision of SchlumbergerSTC's or Sub's Certificate of Incorporation or Bylaws; and upon the filing by the Surviving Corporation of the Certificate of Merger, the Merger shall become effective; (B) the The respective Board of Directors of Schlumberger has STC and Sub have taken all action required under its jurisdiction of incorporation, its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Merger Agreement and the transactions contemplated hereby, and to authorize the Merger in accordance with the terms of this Merger Agreement; and this Transaction Merger Agreement is a valid and binding agreement of Schlumberger STC and Sub enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief; and. (C) the The shares of Schlumberger Shares Common Stock to be delivered to the holders of Camco Common Stock pursuant to Article II of the Merger Agreement are duly authorized and when issued and delivered as contemplated by the this Merger Agreement will be legally and validly issued and fully paid and nonassessable and no stockholders of Schlumberger shall have any preemptive rights with respect thereto either pursuant to the organizational documents of Schlumberger or under applicable law of the jurisdiction of Schlumberger's organization.

Certifications and Opinion. Schlumberger shall have furnished Camco with: (i) a certified copy of a resolution or resolutions duly adopted by the Board of Directors or a duly authorized committee thereof of Schlumberger approving this Transaction Agreement and the transactions contemplated hereby; and (ii) a favorable opinion, dated the Closing Date, in customary form and substance, of Xxxxx Davix X. Xxxxxxxx, EsquireXxquire, General Counsel of Schlumberger, to the effect that: (A) Schlumberger is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has corporate power to own its properties and assets and to carry on its business as presently conducted and as described in the Registration Statement; and the execution and delivery of this Transaction Agreement did not, and the consummation of the transactions contemplated hereby will not, violate any provision of Schlumberger's Certificate of Incorporation or Bylaws; (B) the Board of Directors of Schlumberger has taken all action required under its jurisdiction of incorporation, its Certificate of Incorporation or its Bylaws to authorize the execution and delivery of this Transaction Agreement and the transactions contemplated hereby; and this Transaction Agreement is a valid and binding agreement of Schlumberger enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws or judicial decisions now or hereafter in effect relating to creditors' rights generally or governing the availability of equitable relief; and (C) the Schlumberger Shares to be delivered to the holders of Camco Common Stock pursuant to Article II of the Merger Agreement are duly authorized and when issued and delivered as contemplated by the Merger Agreement will be legally and validly issued and fully paid and nonassessable and no stockholders of Schlumberger shall have any preemptive rights with respect thereto either pursuant to the organizational documents of Schlumberger or under applicable law of the jurisdiction of Schlumberger's organization.