Common use of Validity of Transaction Clause in Contracts

Validity of Transaction. PolyVision has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to Alpine the shares of Series C Preferred Stock. All necessary corporate proceedings of PolyVision have been duly taken to authorize the execution, delivery, and performance of this Agreement, and the issuance and sale to Alpine of the shares of Series C Preferred Stock. This Agreement has been duly authorized, executed, and delivered by PolyVision, is the legal, valid, and binding obligation of PolyVision, and is enforceable as to PolyVision in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal or stock exchange is required by PolyVision for the execution, delivery, or performance of this Agreement by PolyVision. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which PolyVision is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by PolyVision of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by PolyVision will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of PolyVision, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on PolyVision or to which any of its operations, business, properties, or assets is subject. The shares of Series C Preferred Stock and PolyVision Common Stock issuable upon conversion of the Series C Preferred Stock have been duly authorized and, upon receipt by PolyVision from Alpine of payment therefor pursuant to this Agreement and Exhibit A hereto, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Alpine will receive good title to the shares of Series C Preferred Stock and PolyVision Common Stock, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, and voting trusts (other than any created by Alpine).

Validity of Transaction. PolyVision Such Transferor has all requisite power and authority to execute, deliver, and perform this Agreement and to issue transfer and sell deliver to Alpine PolyVision the shares of Series C A Preferred StockStock and the PolyVision Debt, as applicable. All necessary corporate proceedings of PolyVision such Transferor have been duly taken to authorize the execution, delivery, and performance of this Agreement, and the issuance and sale to Alpine of the shares of Series C Preferred Stock. This Agreement has been duly authorized, executed, and delivered by PolyVisionsuch Transferor, is the legal, valid, and binding obligation of PolyVisionsuch Transferor, and is enforceable as to PolyVision such Transferor in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal or stock exchange is required by PolyVision such Transferor for the execution, delivery, or performance of this Agreement by PolyVisionsuch Transferor. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which PolyVision such Transferor is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by PolyVision such Transferor of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by PolyVision such Transferor will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of PolyVisionsuch Transferor, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on PolyVision such Transferor or to which any of its operations, business, properties, or assets is subject. The shares of Series C Preferred Stock Such Transferor has good and PolyVision Common Stock issuable upon conversion of the Series C Preferred Stock have been duly authorized and, upon receipt by PolyVision from Alpine of payment therefor pursuant to this Agreement and Exhibit A hereto, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Alpine will receive good marketable title to the shares of Series C A Preferred Stock and the PolyVision Common StockDebt being transferred by it hereunder, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, and voting trusts (other than any created by Alpine)as applicable.

Validity of Transaction. PolyVision has all requisite power and authority to execute, deliver, and perform this Agreement and to issue and sell to Alpine the Transferors the shares of PolyVision Common Stock and Series C B Preferred Stock. All necessary corporate proceedings of PolyVision have been duly taken to authorize the execution, delivery, and performance of this Agreement, and the issuance and sale to Alpine the Transferors of the shares of PolyVision Common Stock and Series C B Preferred Stock. This Agreement has been duly authorized, executed, and delivered by PolyVision, is the legal, valid, and binding obligation of PolyVision, and is enforceable as to PolyVision in accordance with its terms. No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal or stock exchange is required by PolyVision for the execution, delivery, or performance of this Agreement by PolyVision. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which PolyVision is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by PolyVision of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by PolyVision will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or by-laws of PolyVision, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on PolyVision or to which any of its operations, business, properties, or assets is subject. The shares of Series C Preferred Stock and PolyVision Common Stock issuable upon conversion of the and Series C B Preferred Stock have been duly authorized and, upon receipt by PolyVision from Alpine the Transferors of payment therefor the Series A Preferred Stock and the PolyVision Debt being transferred pursuant to this Agreement and Exhibit A heretoAgreement, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Alpine the Transferors will receive good title to the shares of Series C Preferred PolyVision Common Stock and PolyVision Common Series B Preferred Stock, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, and voting trusts (other than any created by Alpinesuch Transferor).

Validity of Transaction. PolyVision The Company has all requisite power and authority to execute, deliver, and perform this Agreement Agreement, and to issue and sell to Alpine the shares of Series C Preferred StockShares in exchange for the Notes. All necessary corporate proceedings of PolyVision the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance and sale to Alpine of the shares of Series C Preferred StockShares for the Notes. This Agreement Agreement, has been duly authorized, executed, and delivered by PolyVisionthe Company, is and constitutes the legal, valid, and binding obligation of PolyVisionthe Company, and is enforceable as to PolyVision the Company in accordance with its respective terms, except as may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or other similar laws or by legal or equitable principles relating to or limiting creditors' rights generally or as rights to indemnification may be limited by applicable securities laws. No Except as to filings which may be required under applicable state securities regulations, no consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federal, state, local, or other governmental authority or of any court or other tribunal or stock exchange is required by PolyVision for the execution, delivery, or performance of this Agreement by PolyVisionCompany in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which PolyVision the Company is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by PolyVision the Company of this Agreement, except for such consents as have been obtained at or prior to the date of this Agreement; and the execution, delivery, and performance of this Agreement by PolyVision Agreement, will not violate, result in a breach of, conflict with, or (with or without the giving of notice or the passage of time or both) entitle any party to terminate or call a default under any such contract, agreement, instrument, lease, license, arrangement, or understanding, or violate or result in a breach of any term of the Certificate of Incorporation or byBy-laws of PolyVisionthe Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on PolyVision the Company or to which any of its operations, business, properties, or assets is subject. The shares of Series C Preferred Stock and PolyVision Common Stock Shares issuable upon conversion exchange of the Series C Preferred Stock have been Notes are duly authorized and, upon receipt by PolyVision from Alpine of payment therefor pursuant to this Agreement and Exhibit A heretoauthorized, will be validly issued, fully paid, and nonassessable, will not have been issued in violation of any preemptive right of stockholders or rights of first refusal, and Alpine the Noteholders will receive have good title to the shares of Series C Preferred Stock and PolyVision Common StockShares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, agreements and voting trusts (other than any created by Alpine)trusts.