Common use of Power and Authority; No Conflicts Clause in Contracts

Power and Authority; No Conflicts. Seller has full power and authority (corporate or otherwise) to enter into and carry out the terms of this Agreement. The execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby by Seller have been duly authorized by the requisite vote of the Board of Seller. This Agreement has been duly and validly executed by Seller and constitutes, and when executed and delivered, each other document and instrument to be executed and delivered by Seller pursuant hereto, will constitute, a valid and binding agreement of Seller enforceable against it in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals, the consummation of the transactions contemplated hereby will not, (i) violate any provision of the Articles of Incorporation, as amended, of Seller, or the Bylaws of Seller, (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Seller is subject or by which Seller is bound, or (iii) violate or conflict with or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets under, any term or provision of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Seller is a party or by which any of its assets or properties may be bound or affected. Except for required approvals of the Nevada Gaming Authorities, no consent, approval, authorization or action by any other federal, state, local or foreign governmental agency, instrumentality, commission, authority, board or body (collectively, "Governmental Agency") or any other third party is required in connection with the execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.

Power and Authority; No Conflicts. Seller Cryenco has full power and authority (corporate or otherwise) to enter into and carry out the terms of this AgreementAgreement subject to stockholder approval. The execution and delivery by Seller Cryenco of this Agreement and the other documents and instruments to be executed and delivered by Seller Cryenco pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby by Seller Cryenco have been duly authorized by the requisite unanimous vote of the Board of SellerDirectors of Cryenco. This Agreement has been duly and validly executed by Seller and constitutesCryenco, and will, when executed and delivered, along with each other document and instrument to be executed and delivered by Seller Cryenco pursuant hereto, will constitute, a valid and binding agreement of Seller Cryenco enforceable against it in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals, the consummation of the transactions contemplated hereby will not, not (i) violate any provision of the Articles Certificate of IncorporationIncorporation or the By-laws of Cryenco, in each case as amended, of Seller, or the Bylaws of Seller, (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Seller Cryenco or any of its subsidiaries is subject or by which Seller Cryenco or any of its subsidiaries is bound, or (iii) violate or conflict with or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets under, under any term or provision of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Seller Cryenco or any of its subsidiaries is a party or by which Cryenco or any of its subsidiaries or any of their respective assets or properties may be bound or affected. Except for required approvals of the Nevada Gaming Authoritiesas set forth on Schedule 6.1(b), no consent, approval, authorization or action by any other federal, state, local or foreign governmental agency, instrumentality, commission, authority, board or body (collectively, "Governmental Agency") or any other third party is required in connection with the execution and delivery by Seller Cryenco of this Agreement and the other documents and instruments to be executed and delivered by Seller Cryenco pursuant hereto or the consummation by Seller Cryenco of the transactions contemplated herein or therein.

Power and Authority; No Conflicts. Seller has full power and authority (corporate or otherwise) to enter into and carry out the terms of this Agreement. The execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby by Seller have been duly authorized by the requisite vote of the Board of Seller. This Agreement has been duly and validly executed by Seller Seller, and constitutes, and when executed and delivered, each other document and instrument to be executed and delivered by Seller pursuant hereto, hereto will constitute, a valid and binding agreement of Seller enforceable against it in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals, the consummation of the transactions contemplated hereby will not, (i) violate any provision of the Articles of Incorporation, as amended, of Seller, or the Bylaws of Seller, (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Seller is or the Gilpxx xx subject or by which Seller is or the Gilpxx xx bound, or (iii) except as contemplated hereunder or set forth on Schedule 5(b), violate or conflict with or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets under, any term or provision of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which Seller is a party or by which any of its assets or properties may be bound or affected. Except for required approvals of the Nevada Gaming Authorities, no consent, approval, authorization or action by any other federal, state, local or foreign governmental agency, instrumentality, commission, authority, board or body (collectively, "Governmental Agency") or any other third party is required in connection with the execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.event

Power and Authority; No Conflicts. Seller has full power and authority (corporate or otherwise) to enter into and carry out the terms of this Agreement. The execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto and thereto and the consummation of the transactions contemplated hereby and thereby by Seller have been duly authorized by the requisite vote of the Board of Seller. This Agreement has been duly and validly executed by Seller Seller, and constitutes, and when executed and delivered, each other document and instrument to be executed and delivered by Seller pursuant hereto, hereto will constitute, a valid and binding agreement of Seller enforceable against it in accordance with their respective terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights generally and except to the extent that the enforceability of rights and remedies may be limited by general principles of equity. The execution and delivery of this Agreement does not, and, subject to any requisite governmental or other consents or approvals, the consummation of the transactions contemplated hereby will not, (i) violate any provision of the Articles of Incorporation, as amended, of Seller, or the Bylaws of Seller, (ii) violate or conflict with any law, ordinance, rule, regulation, order, judgment or decree to which Seller is or the Gilpxx xx subject or by which Seller is or the Gilpxx xx bound, or (iii) except as contemplated hereunder or set forth on Schedule 5(b), violate or conflict with or constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a default) under, or will result in the termination of, or accelerate the performance required by, or result in the creation of any lien, security interest, charge or encumbrance upon any of the properties or assets under, any term or provision of any material contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which either Seller is or the Gilpxx xx a party or by which any of its their respective assets or properties may be bound or affected. Except for any required approvals approval of Seller's shareholders, the Nevada Gaming AuthoritiesDivision, the Commission and/or state and local liquor licensing authorities, no consent, approval, authorization or action by any other federal, state, local or foreign governmental agency, instrumentality, commission, authority, board or body (collectively, "Governmental Agency" or "Governmental Authority") or any other third party is required in connection with the execution and delivery by Seller of this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto or the consummation by Seller of the transactions contemplated herein or therein.