Common use of Validity of Transaction Clause in Contracts

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Preferred Shares in exchange for the Notes. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Preferred Shares for the Notes. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to 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. 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 is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which 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 the Company of this Agreement, and the execution, delivery, and performance of this 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 By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Preferred Shares issuable upon exchange of the Notes are duly authorized, 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 the Noteholders will have good title to the Preferred Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting trusts.

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Preferred Shares in exchange for the NotesWarrants and Options. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Preferred Shares for the NotesWarrants and Options. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to 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. 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 is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which 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 the Company of this Agreement, and the execution, delivery, and performance of this 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 By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Preferred Shares issuable upon in exchange of for the Notes Warrants and Options are duly authorized, 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 the Noteholders Securityholders will have good title to the Preferred Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting truststrusts (other than any created by the Securityholders).

Validity of Transaction. The Company has Transferors have all requisite power and ----------------------- authority to execute, deliver, and perform this Agreement, Agreement and to issue transfer the Preferred HSI Shares in exchange for and the Notes. All necessary corporate proceedings of Primenergy Shares to the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Preferred Shares for the NotesAcquiror. This Agreement, Agreement has been duly authorized, executed, and delivered by the CompanyTransferors, and constitutes is the legal, valid, and binding obligation of the Company, each Transferor and is enforceable as to the Company Transferors 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. Except as to filings which may be required under applicable state securities regulationsregulations and as disclosed in Schedule 2.2, no consent, ------------ authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federalfederal, state, local, or other governmental authority or of any court or other tribunal is required for the execution, delivery, or performance of this Agreement by Transferors or the Company in connection with the transactions contemplated herebyCompanies. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the any Transferors or either Company is a party, or by which any of its their properties or assets is are bound, is required for the execution, delivery, or performance by the Company Transferors of this Agreement, and the execution, delivery, and performance of this Agreement, by the Transferors 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 the either Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or Transferors or to which any of its their operations, business, properties, or assets is subject. The Preferred HSI Shares issuable upon exchange of the Notes and Primenergy Shares are duly authorized, will be validly issued, fully paid, and nonassessable, will have not have been issued or transferred in violation of any preemptive right of stockholders or stockholders, rights of first refusal, options to acquire or otherwise and the Noteholders Acquiror will have good title to the Preferred HSI Shares and Primenergy Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements, proxies, voting agreements and voting truststrusts (other than any created by the Acquiror).

Validity of Transaction. The Company TGLN has all requisite power and authority to execute, deliver, and perform this Agreement, Agreement and to issue and sell to the Preferred Shares in exchange for Stockholders the NotesTGLN Shares. All necessary corporate proceedings of the Company TGLN have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance and sale to the Stockholders of the Preferred Shares for the NotesTGLN Shares. This Agreement, Agreement has been duly authorized, executed, and delivered by the CompanyTGLN, and constitutes is the legal, valid, and binding obligation of the CompanyTGLN, and is enforceable as to the Company TGLN 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 affecting creditors' rights generally generally, and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or as rights to indemnification may be limited by applicable securities lawsat law). Except as to filings which may be required under applicable state securities regulations, no No consent, authorization, approval, order, license, certificate, or permit of or from, or declaration or filing with, any Federalfederal, state, local, or other governmental authority or of any court or other tribunal is required by TGLN for the Company in connection with execution, delivery, or performance of this Agreement by TGLN, except as would not affect the transactions contemplated herebyability of TGLN to perform any of its material obligations under this Agreement. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which the Company TGLN is a party, or by which any of its properties or assets is bound, is required for the execution, delivery, or performance by TGLN of this Agreement, except for such consents as have been obtained at or prior to the Company date of this Agreement, and except as would not affect the ability of TGLN to perform any of its material obligations under this Agreement. The execution, delivery, and performance of this Agreement, Agreement by TGLN 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 understandingunderstanding to which TGLN is a party, or violate or result in a breach of any term of the Certificate Articles of Incorporation or By-laws of the CompanyTGLN, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company TGLN or to which any of its operations, business, properties, or assets is subject, except as would not affect the ability of TGLN to perform any of its material obligations under this Agreement. The Preferred Shares issuable shares of TGLN Common Stock have been duly authorized and, upon exchange receipt by the Stockholders from TGLN of the Notes are duly authorizedstock certificates representing the TGLN Shares being sold pursuant to this Agreement, 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 the Noteholders Stockholders will have good title to the Preferred TGLN Shares, free and clear of all liens, security interestsShares, pledges, charges, encumbrances, stockholders agreements agreements, and voting truststrusts (other than any created by the Stockholders).

Validity of Transaction. The Company has all requisite power and authority to execute, deliver, and perform this Agreement, and to issue the Preferred Shares in exchange for the NotesPreferred Stock as part of the Exchange. All necessary corporate proceedings of the Company have been duly taken to authorize the execution, delivery, and performance of this Agreement, and to authorize the issuance of the Preferred Shares for the NotesPreferred Stock as part of the Exchange. This Agreement, has been duly authorized, executed, and delivered by the Company, and constitutes the legal, valid, and binding obligation of the Company, and is enforceable as to 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. 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 is required by the Company in connection with the transactions contemplated hereby. No consent of any party to any contract, agreement, instrument, lease, license, arrangement, or understanding to which 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 the Company of this Agreement, and the execution, delivery, and performance of this 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 By-laws of the Company, or violate, result in a breach of, or conflict with any law, rule, regulation, order, judgment, or decree binding on the Company or to which any of its operations, business, properties, or assets is subject. The Preferred Shares issuable upon in exchange of for the Notes Shares are duly authorized, 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 the Noteholders Preferred Stockholders will have good title to the Preferred Shares, free and clear of all liens, security interests, pledges, charges, encumbrances, stockholders agreements and voting truststrusts (other than any created by the Preferred Stockholders).