Common use of Power, Authority and Validity Clause in Contracts

Power, Authority and Validity. IRI has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out 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 Board of Directors of IRI and no other corporate proceedings on the part of IRI are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI is 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 IRI is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRI's business, nor consent of any governmental authority, is required to be obtained on the part of IRI to permit the transactions contemplated herein and to permit IRI to continue the business activities of IRI as previously conducted by IRI without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI shall be, the valid and binding obligations of IRI, enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI IntelliLink has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out its obligations hereunder and thereunderunder the Ancillary Documents. The execution and delivery of this Agreement and the Transaction Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors and on the Closing Date, by the shareholders of IRI IntelliLink and no other corporate proceedings on the part of IRI IntelliLink are necessary to authorize this Agreement, the other Transaction Documents Agreement and the transactions contemplated herein and therein. IRI IntelliLink 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 DocumentsAgreement. Except for (i) the filing of the Certificate an agreement of Merger merger with the Secretary of State of the State of Nevada California and the Secretary of State of the State of New Hampshire and appropriate documents with the relevant authorities of other states in which IRI IntelliLink is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRIIntelliLink's business, nor consent of any governmental authority, is required to be obtained on the part of IRI IntelliLink to permit the transactions contemplated herein and to permit IRI to continue the business activities of IRI IntelliLink as previously conducted by IRI IntelliLink without a Material Adverse Effectmaterial adverse change. This Agreement is, and the other Transaction Ancillary Documents when executed and delivered by IRI shall be, are the valid and binding obligations obligation of IRI, IntelliLink enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI EPL has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its 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 Board of Directors of IRI EPL and no other corporate proceedings on the part of IRI EPL are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI EPL is 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 Florida and appropriate documents with the relevant authorities of other states in which IRI EPL is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRIEPL's business, nor consent of any governmental authority, is required to be obtained on the part of IRI EPL to permit the transactions contemplated herein and to permit IRI EPL to continue the business activities of IRI EPL as previously conducted by IRI EPL without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI EPL shall be, the valid and binding obligations of IRIEPL, enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI has JNE and RETN have the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its 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 Board Boards of Directors of IRI JNE and RETN and no other corporate proceedings on the part of IRI RETN are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI is JNE and RETN 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 IRI RETN is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRIRETN's business, nor consent of any governmental authority, is required to be obtained on the part of IRI RETN to permit the transactions contemplated herein and to permit IRI RETN to continue the business activities of IRI RETN as previously conducted by IRI RETN without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI JNE and RETN shall be, the valid and binding obligations of IRIJNE and RETN, enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI HEI has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its 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 Board of Directors of IRI HEI and no other corporate proceedings on the part of IRI HEI are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI HEI is 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 IRI HEI is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRIHEI's business, nor consent of any governmental authority, is required to be obtained on the part of IRI HEI to permit the transactions contemplated herein and to permit IRI HEI to continue the business activities of IRI HEI as previously conducted by IRI HEI without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI HEI shall be, the valid and binding obligations of IRIHEI, enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI GBID has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party and to carry out 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 Board of Directors of IRI GBID and no other corporate proceedings on the part of IRI GBID are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI GBID is 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 Articles of Merger with the Secretary of State of the State of Nevada Colorado and appropriate documents with the relevant authorities of other states in which IRI GBID is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRIGBID's business, nor consent of any governmental authority, is required to be obtained on the part of IRI GBID to permit the transactions contemplated herein and to permit IRI GBID to continue the business activities of IRI GBID as previously conducted by IRI GBID without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI GBID shall be, the valid and binding obligations of IRIGBID, enforceable in accordance with their respective terms.

Power, Authority and Validity. IRI CBSC has the corporate power to enter into this Agreement and the other Transaction Documents to which it is a party they are parties and to carry out its 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 Board of Directors of IRI CBSC and no other corporate proceedings on the part of IRI CBSC are necessary to authorize this Agreement, the other Transaction Documents and the transactions contemplated herein and therein. IRI CBSC is 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 Articles of Merger with the Secretary of State of the State of Nevada Colorado and appropriate documents with the relevant authorities of other states in which IRI CBSC is qualified to do business, and (ii) filings under applicable securities laws, no consent of any person who is a party to a contract which is material to IRICBSC's business, nor consent of any governmental authority, is required to be obtained on the part of IRI CBSC to permit the transactions contemplated herein and to permit IRI CBSC to continue the business activities of IRI CBSC as previously conducted by IRI CBSC without a Material Adverse Effect. This Agreement is, and the other Transaction Documents when executed and delivered by IRI CBSC shall be, the valid and binding obligations of IRICBSC, enforceable in accordance with their respective terms.