Common use of Corporate Authority; Approval and Fairness Clause in Contracts

Corporate Authority; Approval and Fairness. The Company has full requisite corporate power and authority and has taken all corporate action necessary in order to execute, deliver and perform its obligations under this Agreement and to consummate, subject only to approval of this Agreement by the Company Requisite Vote (as defined in Section 6.1(k) hereof), the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board, and other than the Company Requisite Vote (as defined in Section 6.1(k)), no other corporate proceedings are necessary to authorize this Agreement or the consummation of the transactions contemplated hereby. Assuming this Agreement constitutes a legal, valid and binding agreement of Praxair and Purchaser, this Agreement constitutes a legal, valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except as enforcement may be limited by general principles of equity, whether applied in a court of law or a court of equity, and by bankruptcy, insolvency and similar laws affecting creditors' rights and remedies generally.