Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. GONT and Westlake have the corporate power to enter into this Agreement and the other Transaction Documents to which they are parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Boards of Directors of GONT and Westlake and, except for approval of the shareholders of GONT, no other corporate proceedings on the part of GONT or Westlake are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT and Westlake are not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which GONT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONT's business, nor consent of any governmental authority, is required to be obtained on the part of GONT to permit the transactions contemplated herein and to permit GONT to continue the business activities of GONT as previously conducted by GONT without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT and Westlake shall be, the valid and binding obligations of GONT and Westlake, enforceable in accordance with their respective terms.

Power, Authority and Validity. GONT and Westlake have (a) FlowWise has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which it is a party and the consummation of the transactions contemplated hereby herein and thereby therein have been duly authorized by the Boards board of Directors directors of GONT FlowWise, and Westlake and, except for approval of the shareholders of GONT, no other corporate proceedings on of FlowWise, other than shareholder approval of the part of GONT or Westlake Merger, are necessary to authorize this Agreement, Agreement and the other Transaction Documents and the transactions contemplated herein and thereinDocuments. GONT and Westlake are FlowWise is not subject to, to or obligated under, under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated in a manner by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder herein and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger Articles and any required officers' certificates with the Secretary of State of the State of Nevada California and appropriate documents with the relevant authorities of other states in which GONT FlowWise is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) such other consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable securities lawsthe laws of any jurisdiction in which FlowWise conducts any business or owns any property or assets, no consent of any person who is a party to a contract which is material to GONTFlowWise's business, nor consent of any governmental authorityGovernmental Body, is required to be obtained on the part of GONT FlowWise to permit the transactions contemplated herein and to permit GONT to continue the business activities of GONT FlowWise as previously conducted by GONT without a Material Adverse EffectFlowWise. This Agreement isconstitutes, and the other Transaction Documents to which FlowWise is a party when executed and delivered by GONT and Westlake FlowWise shall beconstitute, the valid and binding obligations of GONT and Westlake, FlowWise enforceable against FlowWise in accordance with their respective terms, subject to (i) laws of general application relating to public policy, bankruptcy, insolvency, and the relief of debtors, and (ii) rules of law governing specific performance, injunctive relief and other equitable remedies. (b) Except as set forth in Part 3.3(b) of the FlowWise Disclosure Statement, all FlowWise Options outstanding as of the Effective Date have been issued in accordance with the terms of the Plan and pursuant to the forms of option agreement previously provided to legal counsel for NET. No FlowWise Options will by its terms require an adjustment in connection with the Merger. Neither the transactions contemplated in this Agreement nor any action taken by FlowWise will result in any additional benefits for any optionee under FlowWise Options. (c) The execution and delivery of this Agreement, the Transaction Documents and the consummation of the respective transactions contemplated herein and therein will not conflict with, or result in a material breach or violation of, any provision of FlowWise's articles of incorporation, and bylaws as currently in effect, any material instrument or contract to which FlowWise is a party or by which FlowWise is bound, or any federal, state or local judgment, writ, decree, order, statute, rule or regulation applicable to FlowWise. The execution and delivery of this Agreement, the Transaction Documents and the consummation of the transactions contemplated herein or therein will not have a Material Adverse Effect on the operations, assets, or financial condition of FlowWise.

Power, Authority and Validity. GONT and Westlake have INTERCELL has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which INTERCELL is a party and the consummation of the transactions contemplated hereby herein and thereby therein have been duly authorized by the Boards board of Directors directors of GONT INTERCELL and Westlake and, except for approval of the shareholders of GONT, no other corporate proceedings on the part of GONT or Westlake are necessary to authorize INTERCELL's execution, delivery and performance of its obligations under this Agreement, Agreement and the other Transaction Documents and Documents. Except as otherwise set forth in Section 2.4(a) of the transactions contemplated herein and therein. GONT and Westlake are CTL Disclosure Schedule, CTL is not subject to, to or obligated under, under any charter, bylaw or contract provision of any Material Contract or any material license, franchise or permitPermit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing execution, delivery and carrying out performance of this Agreement and the transactions contemplated hereunder and under the Transaction Documents, to which INTERCELL is a party. Except for (ias otherwise set forth on Section 2.4(a) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which GONT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities lawsCTL Disclosure Schedule, no consent of any person Person who is a party to a contract which is material to GONT's businessMaterial Contract, nor any consent of any governmental authority, Governmental Entity is required to be obtained on the part of GONT CTL or INTERCELL to permit the transactions contemplated herein execution, delivery and performance of this Agreement or any of the Transaction Documents to which INTERCELL is a party and to permit GONT Jaymark to continue the business activities of GONT CTL substantially as previously conducted by GONT without a Material Adverse EffectCTL and INTERCELL. This Agreement is, and the other Transaction Documents to which INTERCELL is a party when executed and delivered by GONT and Westlake INTERCELL shall be, the valid and binding obligations of GONT and WestlakeINTERCELL, enforceable in accordance with their respective terms, subject to (i) laws of general application relating to bankruptcy, insolvency, or the relief of debtors and (ii) rules of law or equity governing specific performance, injunctive relief and other equitable remedies.

Power, Authority and Validity. GONT and Westlake The NCI Entities have the ----------------------------- corporate power to enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated contem plated hereby and thereby have been duly authorized by the Boards Board of Directors of GONT and Westlake and, except for approval each of the shareholders NCI Entities and on the Closing Date, by the stockholders of GONT, Acquisition and no other corporate proceedings on the part of GONT or Westlake are the NCI Entities is necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT and Westlake The NCI Entities are not subject to, to or obligated under, under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate Articles of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which GONT is qualified to do businessCalifornia, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONT's business, nor consent of any governmental authority, is required to be obtained on the part of GONT each of the NCI Entities to permit the transactions contemplated herein and to permit GONT NCI to continue the its business activities of GONT as previously conducted by GONT without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT and Westlake the NCI entities shall be, the valid and binding obligations of GONT and WestlakeNCI, enforceable in accordance with their respective terms.

Power, Authority and Validity. GONT 2TM and Westlake 2TMD have the corporate power to enter into this Agreement and the other Transaction Documents to which they are parties and to carry out their obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Boards of Directors of GONT 2TM and Westlake 2TMD and, except for approval of the shareholders of GONT2TM, no other corporate proceedings on the part of GONT 2TM or Westlake 2TMD are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT 2TM and Westlake 2TMD are not subject to, or obligated under, any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada Delaware and appropriate documents with the relevant authorities of other states in which GONT 2TM is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado Oklahoma, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONT2TM's business, nor consent of any governmental authority, is required to be obtained on the part of GONT 2TM to permit the transactions contemplated herein and to permit GONT 2TM to continue the business activities of GONT 2TM as previously conducted by GONT 2TM without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT 2TM and Westlake 2TMD shall be, the valid and binding obligations of GONT 2TM and Westlake2TMD, enforceable in accordance with their respective terms.

Power, Authority and Validity. GONT and Westlake have ARS has the corporate power and authority to enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. Each Shareholder has full power and authority to enter into this Agreement and the other Transaction Documents to which such Shareholder is a party and to carry out his or her obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents to which ARS is a party and the consummation of the transactions contemplated hereby herein and thereby therein have been duly authorized by the Boards board of Directors directors of GONT ARS, and Westlake and, except for approval of the shareholders of GONT, no other corporate proceedings on the part of GONT or Westlake Proceedings are necessary to authorize this Agreement, Agreement and the other Transaction Documents and the transactions contemplated herein and thereinDocuments. GONT and Westlake are ARS is not subject to, to or obligated under, under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder herein and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada and appropriate documents with the relevant authorities of other states in which GONT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities laws, no No consent of any person who is a party to a contract which is material to GONT's ARS' business, nor consent of any governmental authoritybody, is required to be obtained on the part of GONT ARS or the Shareholders to permit the transactions contemplated herein and to permit GONT to continue the business activities of GONT ARS as previously conducted by GONT without a Material Adverse EffectARS. This Agreement isconstitutes, and the other Transaction Documents to which ARS and/or each Shareholder is a party when executed and delivered by GONT and Westlake shall ARS and/or such Shareholder, as the case may be, the shall constitute, valid and binding obligations of GONT and Westlake, ARS and/or such Shareholder enforceable in accordance with their respective terms, subject to the laws of insolvency and bankruptcy applicable to ARS and general principles of equity.

Power, Authority and Validity. GONT and Westlake The NCI Entities have the ----------------------------- corporate power to enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated contem plated hereby and thereby have been duly authorized by the Boards Board of Directors of GONT and Westlake and, except for approval each of the shareholders NCI Entities and on the Closing Date, by the stockholders of GONT, Acquisition and no other corporate proceedings on the part of GONT or Westlake are the NCI Entities is necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT and Westlake The NCI Entities are not subject to, to or obligated under, under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate Certificates of Merger with the Secretary Secretaries of State of the State States of Nevada Illinois and appropriate documents with the relevant authorities of other states in which GONT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado Delaware; and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONT's business, nor consent of any governmental authority, is required to be obtained on the part of GONT each of the NCI Entities to permit the transactions contemplated herein and to permit GONT NCI to continue the its business activities of GONT as previously conducted by GONT without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT and Westlake the NCI entities shall be, the valid and binding obligations of GONT and WestlakeNCI, enforceable in accordance with their respective terms.

Power, Authority and Validity. GONT and Westlake have NIT has the corporate power to ----------------------------- enter into this Agreement and the other Transaction Documents to which they are parties it is a party and to carry out their its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Boards Board of Directors of GONT NIT and Westlake andon the Closing Date, except for approval by the stockholders of the shareholders of GONT, NIT and no other corporate proceedings on the part of GONT or Westlake are NIT is necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. GONT and Westlake are NIT is not subject to, to or obligated under, under any charter, bylaw or contract provision or any license, franchise or permit, or subject to any order or decree, which would be breached or violated by or in conflict with its executing and carrying out this Agreement and the transactions contemplated hereunder and under the Transaction Documents. Except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Nevada Delaware and appropriate documents with the relevant authorities of other states in which GONT NIT is qualified to do business, (ii) the filing of the Certficate of Merger with the Secretary of State of the State of Colorado and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to GONTNIT's business, nor consent of any governmental authority, is required to be obtained on the part of GONT each of the NIT Entities to permit the transactions contemplated herein and to permit GONT NIT to continue the business activities of GONT each of the NIT Entities as previously conducted by GONT each of the NIT Entities without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by GONT and Westlake NIT shall be, the valid and binding obligations of GONT and WestlakeNIT, enforceable in accordance with their respective terms.