Common use of Authority Relative to this Agreement and Binding Effect Clause in Contracts

Authority Relative to this Agreement and Binding Effect. The execution, delivery and performance of this Agreement and the Related Documents by USXX and Newco have been duly authorized by all requisite corporate action, except as of the date of this Agreement, for the USXX Stockholders' Approval and except as set forth in Section 4.18 of the USXX Disclosure Schedule. Subject to receipt of the USXX Stockholders' Approval and except as set forth in Section 4.18 of the USXX Disclosure Schedule, the execution, delivery and performance of this Agreement and the Related Documents by USXX and Newco will not result in a violation or breach of any term or provision of, constitute a default, or require a consent, approval or notification, or accelerate the performance required under, the Organizational Documents of USXX or Newco, any indenture, mortgage, deed of trust, security agreement, loan agreement, or other Contract to which USXX or Newco is a party or by which its assets are bound, or violate any Order, with such exceptions as are not, individually or in the aggregate, reasonably likely to have a USXX Material Adverse Effect. This Agreement constitutes, and the Related Documents to be executed by USXX when executed and delivered will constitute, valid and binding obligations of USXX and Newco, enforceable against USXX and Newco in accordance with their terms, except as enforceability may be limited by (i) bankruptcy, insolvency, reorganization or moratorium or other similar laws from time to time in effect affecting the enforcement of creditors' rights generally, including the effect of statutory and other laws regarding fraudulent conveyance and preferential transfers and (ii) general equitable principles regardless of whether such enforceability is considered in a proceeding at law or in equity.