Common use of Authority; Validity Clause in Contracts

Authority; Validity. Subject to entry of the Sale Order and such other authorization as is required by the Bankruptcy Court, each Selling Entity has the requisite power and authority necessary to enter into, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation by such Selling Entity of the transactions contemplated herein and therein have been duly and validly authorized and approved by the board of directors or other governing body, as applicable, of such Selling Entity and no other corporate proceedings on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Selling Entity and each other Transaction Document required to be executed and delivered by such Selling Entity at the Closing will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and assuming the due authorization, execution and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which such Selling Entity is or will be a party and this Agreement and such other Transaction Documents, when so executed and delivered, will constitute the legal, valid and binding obligations of such Selling Entity, enforceable against such Selling Entity in accordance with their respective terms, and, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity.

Authority; Validity. Subject to entry of the Sale Order Each Seller warrants and such other authorization as is required by the Bankruptcy Court, each Selling Entity represents that: (i) he or it has the all requisite power and authority necessary to enter into, deliver into this Agreement and perform the related agreements referred to herein and to carry out his or its respective obligations under hereunder and thereunder; (ii) his or its execution and delivery of this Agreement and the other Transaction Documents documents and agreements to which be executed by him or it pursuant hereto and (with respect to the Sellers, where such Seller is a party and to consummate business entity or trust) the consummation by it of the transactions contemplated hereby and thereby, and the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation by such Selling Entity of the transactions contemplated herein and therein thereby have been duly and validly authorized and approved by the board of directors all necessary corporate action on its behalf; (iii) no further act or other governing body, as applicable, of such Selling Entity and no other corporate proceedings proceeding on the part of the Company or such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Selling Entity and each other Transaction Document required to be executed and delivered by such Selling Entity at the Closing will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and assuming the due authorization, execution and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates or their respective Representatives Seller is necessary to authorize this Agreement or the other Transaction Documents documents and instruments to be executed and delivered by him or it pursuant hereto or the consummation of the transactions contemplated hereby and thereby; (iv) this Agreement and the Ancillary Agreements to which such Selling Entity Seller is or will be a party and this Agreement and such other Transaction Documents, when so have been duly executed and delivered, will delivered by such Seller and constitute the legal, valid and binding obligations of the Company or such Selling Entity, Seller enforceable against such Selling Entity him or it in accordance with their respective terms, and, terms except in each case as such enforceability that enforcement may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyancemoratorium, moratorium or other similar Applicable Laws laws affecting the enforcement of creditors’ rights generally and by general equitable principles and (v) the execution and delivery of equitythis Agreement and the Ancillary Agreements to which such Seller is a party, including principles the sale and transfer of commercial reasonablenessthe Shares and the consummation of the transactions contemplated hereby does not and will not violate or conflict with any Law or Order to which the Company or such Seller, good faith and fair dealingas the case may be, regardless of whether such principles are considered in a proceeding at law or in equityis bound.

Authority; Validity. Subject to entry Each of the Sale Order Purchaser and such other authorization as the Purchaser Guarantor is required by a company validly existing and in good standing under the Bankruptcy Court, each Selling Entity laws of the state of its incorporation. The Purchaser has the requisite corporate power and authority necessary to enter into, execute and deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party Transition Services Agreement and to consummate the transactions contemplated hereby hereunder and therebythereunder, and the Purchaser Guarantor has the corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereunder. The execution, delivery and performance of this Agreement and such other Transaction Documents the Transition Services Agreement by the Purchaser and the consummation by such Selling Entity the Purchaser of the transactions contemplated herein hereunder and therein thereunder, have been duly and validly authorized and approved by the board of directors or other governing bodyPurchaser, as applicable, of such Selling Entity and no other corporate proceedings on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members the Purchaser are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Selling Entity and each other Transaction Document required to be executed and delivered by such Selling Entity at the Closing will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and assuming the due authorization, execution and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the Transition Services Agreement or the consummation of the transactions contemplated hereunder or thereunder. The execution, delivery and performance of this Agreement by the Purchaser Guarantor and the consummation by the Purchaser Guarantor of the transactions contemplated hereunder and thereunder, have been duly and validly authorized by the Purchaser Guarantor, and no other Transaction Documents corporate proceedings on the part of the Purchaser Guarantor are necessary to which such Selling Entity is authorize this Agreement or will be a party the consummation of the transactions contemplated hereunder. This Agreement and the Transition Services Agreement have been duly executed and delivered by the Purchaser and this Agreement and such other Transaction Documents, when so has been duly executed and delivereddelivered by the Purchaser Guarantor, will and, assuming due execution and delivery by the Seller, constitute the legal, valid and binding obligations obligation of such Selling Entitythe Purchaser and the Purchase Guarantor, as the case may be, enforceable against such Selling Entity Person in accordance with their respective terms, and, except in each case as such enforceability may be limited by applicable any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, moratorium conveyance or other similar Applicable Laws laws affecting the enforcement of creditors’ ' rights generally and or by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, equity (regardless of whether such principles are enforceability is considered in a proceeding in equity or at law or in equitylaw).

Authority; Validity. Subject Each of Sellers and the Seller Affiliates that are parties to entry of the Sale Order Ancillary Agreements have all requisite legal capacity and such other authorization as is required by the Bankruptcy CourtCRC, each Selling Entity has the PRRC and Westwood Tall Oaks have all requisite corporate or limited liability company power and authority necessary to enter into, execute and deliver and perform its respective obligations under this Agreement and the other Transaction Documents Ancillary Agreements to which he or it is a party and party, to consummate the transactions contemplated hereby and thereby, thereby and the execution, to perform his or its obligations hereunder and thereunder. The execution and delivery and performance of this Agreement by Westwood Tall Oaks, CRC, PRRC and such other Transaction Documents each Seller Affiliate (in the case of Westwood Tall Oaks) and of the documents and instruments to be executed by Westwood Tall Oaks, CRC, PRRC or each Seller Affiliate pursuant hereto (including the Ancillary Agreements) and the consummation by such Selling Entity performance of the transactions contemplated herein hereunder and therein of its obligations thereunder have been duly and validly authorized and approved by the board of directors Westwood Tall Oaks, CRC, PRRC or other governing bodysuch Seller Affiliate, as applicable, of such Selling Entity and no other corporate proceedings on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated herebycase may be. This Agreement has been duly and validly executed and delivered by such Selling Entity CRC, PRRC and each other Transaction Document required to be executed and delivered by such Selling Entity at the Closing will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and Seller and, assuming the due authorization, execution and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which such Selling Entity is or will be by Buyer, constitutes a party and this Agreement and such other Transaction Documents, when so executed and delivered, will constitute the legal, valid and binding obligations obligation of such Selling EntityCRC, PRRC and each Seller enforceable against such Selling Entity each of them in accordance with their respective its terms, and, except in each case as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or (ii) general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, equity (regardless of whether such principles are enforceability is considered in a proceeding at law or in equity). At Closing, each of the Ancillary Agreements will be duly executed and delivered by CRC, PRRC and each Seller or Seller Affiliate party thereto, and assuming due authentication, execution and delivery of such Ancillary Agreements by the other parties thereto (other than CRC, PRRC and the Seller or Seller Affiliate party thereto), will constitute legally valid and binding obligations of CRC, PRRC and each Seller and Seller Affiliate party thereto, enforceable against such Person in accordance with such Ancillary Agreement’s or other agreement’s or document’s terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights generally or (ii) general principles of equity (regardless whether enforceability is considered in a proceeding at law or in equity). The board of directors and shareholders of CRC have approved the First Merger, this Agreement and the related First Merger Plan of Merger. The board of directors and shareholders of PRRC have approved the Second Merger, this Agreement and the related Second Merger Plan of Merger. Other than final approval of the First Merger Plan of Merger and the Second Merger Plan of Merger by the board of directors and shareholders of CRC and PRRC, respectively, once Buyer’s Sub 1 and Buyer’s Sub 2 are formed by Buyer, which approval RG, MG, CRC and PRRC agree to cause, no further act or proceeding on the part of any Seller is necessary to authorize this Agreement and the related Plans of Merger or the Ancillary Agreements to which it is a party or the performance of its obligations hereunder or thereunder.

Authority; Validity. Subject to entry (a) Each of the Sale Order and such other authorization as is required by the Bankruptcy Court, each Selling Entity Company or its Subsidiaries has the requisite limited liability company or corporate power and authority necessary to enter into, deliver into and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and the Transactions. The execution, delivery and performance of this Agreement and such other the Transaction Documents to which the Company or any of its Subsidiaries is a party and the consummation by such Selling Entity of the transactions contemplated herein and therein Transactions have been duly and validly authorized and approved by the board of directors or all necessary corporate, limited liability company and/or other governing body, as applicable, of such Selling Entity and no other corporate proceedings on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated herebyaction in respect thereof. This Agreement has been duly and validly executed and delivered by such Selling Entity the Company and constitutes, and each other Transaction Document required to be which it, or any of its Subsidiaries is a party when executed and delivered by such Selling Entity at the Closing Company or its Subsidiaries will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and assuming the due authorizationconstitute, execution and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which such Selling Entity is or will be a party and this Agreement and such other Transaction Documents, when so executed and delivered, will constitute the legal, valid and binding obligations of such Selling Entitythereof, enforceable against such Selling Entity it in accordance with their respective terms, and, terms except in each case as such enforceability may be is limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of laws now or hereafter in effect relating to creditors’ rights generally and by or general principles of equitypublic policy. (b) The Shareholder Approval is the only vote or consent of the holders of any class or series of Parent’s capital stock or Equity Interests that is necessary in connection with the consummation of the Transactions, including principles and no other corporate or stockholder proceedings are necessary to approve this Agreement, the other Transaction Documents or to consummate the Transactions contemplated hereby. Prior to the execution of commercial reasonablenessthis Agreement, good faith at a meeting duly called and fair dealingheld, regardless the board of whether such principles are considered directors of Parent duly and validly adopted resolutions (i) approving and declaring advisable this Agreement and the other Transaction Documents and the Transactions on the terms and subject to the conditions set forth herein and therein, (ii) declaring and determining that it is in the best interests of the shareholders of Parent that Parent and the other Company Parties enter into this Agreement and the other Transaction Documents and consummate the Transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein, (iii) directing that this Agreement be submitted to a proceeding vote at law the Shareholder Meeting, and (iv) recommending that the shareholders of Parent approve and adopt this Agreement ((i), (ii), (iii) and (iv) being collectively referred to herein as the “Board Recommendation”), which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in equityany way. Prior to the execution of this Agreement, the board of directors of the Selling Entity duly and validly adopted resolutions (A) approving and declaring advisable this Agreement and the other Transaction Documents and the Transactions on the terms and subject to the conditions set forth herein and therein, (B) declaring and determining that it is in the best interests of the shareholders of the Selling Entity that the Selling Entity and the other Company Parties enter into this Agreement and the other Transaction Documents and consummate the Transactions contemplated hereby and thereby on the terms and subject to the conditions set forth herein and therein, (iii) directing that this Agreement be submitted for approval to the Selling Entity’s sole stockholder, and (iii) recommending that the sole stockholder of the Selling Entity approve and adopt this Agreement, which resolutions, as of the date of this Agreement, have not been rescinded, modified or withdrawn in any way, and Parent, in its capacity as the sole stockholder of the Selling Entity, duly and validly adopted resolutions approving this Agreement and the Transactions.

Authority; Validity. Subject to entry of the Sale Order and such other authorization as is required by the Bankruptcy Court, each Selling Entity has the requisite power and authority necessary to enter into, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby, and the execution, delivery delivery, and performance of this Agreement and such other Transaction Documents and the consummation by such Selling Entity of the transactions contemplated herein and therein have been duly and validly authorized and approved by the board of directors or other governing body, as applicable, of such Selling Entity and no other corporate (or equivalent) proceedings on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Selling Entity and each other Transaction Document required to be executed and delivered by such Selling Entity at the Closing will be duly and validly executed and delivered by such Selling Entity at the Closing. Subject to entry of the Sale Order and assuming the due authorization, execution execution, and delivery by the other Parties, no other action on the part of such Selling Entity, its Affiliates Affiliates, or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which such Selling Entity is or will be a party and this Agreement and such other Transaction Documents, when so executed and delivered, will constitute the legal, valid valid, and binding obligations of such Selling Entity, enforceable against such Selling Entity in accordance with their respective terms, and, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding at law or in equity.their

Authority; Validity. Subject to entry of the Stalking Horse Order, the Sale Order and such other authorization as is required by the Bankruptcy Court, each Selling Entity such Seller has the requisite power and authority necessary to enter into, deliver and perform its respective obligations under this Agreement and the other Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and therebyTransactions, and the execution, delivery and performance of this Agreement and such other Transaction Documents and the consummation by such Selling Entity Seller of the transactions contemplated herein and therein Transactions have been duly and validly authorized and approved by the board of directors all requisite corporate or other governing body, as applicable, of such Selling Entity and no other corporate proceedings organizational action on the part of such Selling Entity or vote of such Selling Entity’s stockholders or members are necessary to authorize the execution and delivery by such Selling Entity of this Agreement and the consummation of the transactions contemplated herebySeller. This Agreement has been duly and validly executed and delivered by such Selling Entity Seller and each other Transaction Document required to be executed and delivered by such Selling Entity Seller at the Closing will be duly and validly executed and delivered by such Selling Entity Seller at the Closing. Subject to entry of the Stalking Horse Order and the Sale Order Order, and assuming the due authorization, execution and delivery by the other Parties, no other action on the part of such Selling Entity, Seller or its Affiliates or their respective Representatives is necessary to authorize this Agreement or the other Transaction Documents to which such Selling Entity Seller is or will be a party and this Agreement and such other Transaction Documents, when so executed and delivered, will constitute the legal, valid and binding obligations of such Selling EntitySeller, enforceable against such Selling Entity Seller in accordance with their respective terms, and, except in each case as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar Applicable Laws relating to or affecting the enforcement of creditors’ rights generally and by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, regardless of whether such principles are considered in a proceeding Proceeding at law or in equity.