Common use of Authorization and Effect of Agreement Clause in Contracts

Authorization and Effect of Agreement. Each of the Buying Parties has all requisite right, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the performance by the Buying Parties of their obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the board of directors of Parent, and by the written consent of Parent, as sole member of Merger Sub and no other corporate or other action on the part of any Buying Party is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it is or is proposed to be a party. The acquisition by the Selling Parties who will be officers or directors of Parent after the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt of such shares from the applicability of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders Consent. This Agreement and the Ancillary Agreements have been duly and validly executed and delivered by the Buying Parties and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Buying Parties enforceable against the Buying Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Authorization and Effect of Agreement. Each Subject to the approval of the Buying Parties U.S. Bankruptcy Court, and with respect to the Canadian Subsidiaries, if applicable, the Canadian Court, the Company, and to the extent applicable each Subsidiary, has all the requisite right, corporate power and authority to execute and to deliver this Agreement and the Ancillary Agreements Documents to which it is or is proposed to will be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyunder any such Ancillary Documents. The execution and delivery by the Company, and to the extent applicable each Subsidiary, of this Agreement and the Ancillary Agreements Documents to which it is or will be a party and party, the performance by the Buying Parties of their its obligations hereunder and thereunder, thereunder and the consummation by it of the transactions contemplated hereby and thereby, thereby have been (or will be at the time of execution thereof) duly authorized by the board of directors of Parent, and by the written consent of Parent, as sole member of Merger Sub and no other all necessary corporate or other action on the part of any Buying Party the Company (or if applicable, such Subsidiary), and no other corporate action on the part of the Company or such Subsidiary is necessary to authorize the execution and delivery of this Agreement and Agreement, the Ancillary Agreements to which it is Documents or is proposed to be a party. The acquisition by the Selling Parties who will be officers or directors of Parent after the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt of such shares from the applicability of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than transactions contemplated hereby or thereby. Subject to the consent approval of the Principal Parent Stockholder set forth in U.S. Bankruptcy Court, and with respect to the Stockholders Consent. This Canadian Subsidiaries, if applicable, the Canadian Court, this Agreement and the Ancillary Agreements have has been duly and validly executed and delivered by the Buying Parties and, assuming due authorization, execution Company and delivery hereof by the other parties hereto, its Subsidiaries and constitutes a legal, valid and binding obligation of the Buying Parties Company and its Subsidiaries, enforceable against the Buying Parties Company and its Subsidiaries in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ ' rights generally and subjectremedies generally, including, without limitation, for purposes of the representations and warranties being made as of the Closing Date, the discretion of the Bankruptcy Courts for so long as the Bankruptcy Courts retain jurisdiction over the applicable Bankruptcy Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). Each of the Ancillary Documents, when executed and delivered by the Company or any of its Subsidiaries, shall constitute a valid and binding agreement of the Company or such Subsidiary, enforceable against the Company or such Subsidiary in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights and remedies generally, including, without limitation, the discretion of the Bankruptcy Courts for so long as the Bankruptcy Courts retain jurisdiction over the applicable Bankruptcy Cases, and (ii) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization and Effect of Agreement. Each of the Buying Parties (a) Such Selling Party has all requisite right, power capacity and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such Selling Party is or is proposed to be a party and to perform its the obligations applicable to such Selling Party hereunder and thereunder under any such Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which it is a party by such Selling Party and the performance by such Selling Party of the Buying Parties of their obligations applicable to such Selling Party hereunder and thereunder, as the case may be, and the consummation of the transactions contemplated hereby and thereby, as the case may be, have been duly authorized by the board of directors of Parent, and by the written consent of Parent, as sole member of Merger Sub and no other corporate or other action on the part of any Buying such Selling Party is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which it such Selling Party is or is proposed to be a party. The acquisition by the Selling Parties who will be officers party or directors of Parent after the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt of such shares from the applicability of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders Consenttransactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements that have been executed on the date hereof have been, and, upon execution by the Stockholders at the Closing, each other Ancillary Agreement will be, duly and validly executed and delivered by the Buying Parties such Selling Party and, assuming due authorization, execution and delivery hereof by the other parties heretohereto and thereto, constitutes a (or, with respect to such other Ancillary Agreements, will constitute) legal, valid and binding obligation obligations of the Buying Parties such Selling Party, enforceable against the Buying Parties such Selling Party in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) If such Selling Party is a natural person, such Selling Party is competent to execute and deliver this Agreement and the Ancillary Agreements to which it is or is proposed to be a party, to consummate the transactions contemplated hereby and thereby and to comply with the provisions hereof and thereof. If such Selling Party is a natural person and is married, and such Selling Party’s Company Shares (or Interests, as applicable) constitute community property or such Selling Party otherwise needs spousal or other approval for this Agreement to be valid and binding, the execution, delivery and performance of this Agreement, the consummation by such Selling Party of the transactions contemplated hereby and the compliance by such Selling Party of the provisions hereof have been duly authorized by, and, assuming the due authorization, execution and delivery by each of the other parties thereto, constitutes a legal, valid and binding obligation of, such Selling Party’s spouse, enforceable against such spouse in accordance with its terms.

Authorization and Effect of Agreement. Each of Seller has the Buying Parties has all requisite right, corporate power and authority to execute and to deliver this Agreement Agreement, the Ancillary Agreements and the Collateral Agreements (as applicable) to which it will be a party and, in the event the Sale Procedure Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and under such Collateral Agreements and the Ancillary Agreements. The execution and delivery by each Seller of the Collateral Agreements and the Ancillary Agreements to which it is or is proposed to will be a party and to perform its obligations hereunder and thereunder and to consummate have been (or will be at the transactions contemplated hereby and therebytime of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of this Agreement Agreement, and in the event the Sale Procedure Order and the Ancillary Agreements to which it is a party and Approval Order are entered by the Bankruptcy Court, the performance by the Buying Parties each Seller of their its obligations hereunder and thereunder, thereunder and the consummation by each Seller of the transactions contemplated hereby and thereby, have been duly authorized by the board such Seller's Board of directors of Parent, and by the written consent of Parent, Directors (as sole member of Merger Sub applicable) and no other corporate or other action on the part of any Buying Party Seller is necessary to authorize the execution and delivery of this Agreement and Agreement, the Ancillary Agreements, the Collateral Agreements to which it is or is proposed to be a party. The acquisition by the Selling Parties who will be officers or directors of Parent after the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt of such shares from the applicability of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders Consenttransactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements have has been duly and validly executed and delivered by the Buying Parties and, assuming due authorization, execution each Seller and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation of the Buying Parties each Seller, enforceable against the Buying Parties each Seller in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ ' rights generally and subjectremedies generally, including, without limitation, for purposes of this representation and warranty being made as of the Closing Date, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (c) for purposes of this representation and warranty being made as of the date hereof (but not for purposes of this representation and warranty being made as of the Closing Date), to the commencement of the Chapter 11 Cases and entry of the Approval Order. The Ancillary Agreements and each of the Collateral Agreements, when executed and delivered by USOP or any Seller, as applicable, at the Closing, shall constitute a valid and binding agreement of USOP or such Seller, enforceable against USOP or such Seller in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization moratorium and similar laws affecting creditors' rights and remedies generally, including, without limitation, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authorization and Effect of Agreement. Each of Seller has the Buying Parties has all requisite right, corporate power and authority (a) to execute and to deliver this Agreement and the Ancillary Agreements to which it is or is proposed to will be a party and (b) in the event the Sale Procedures Order and the Approval Order are entered by the Bankruptcy Court, to perform its obligations hereunder and thereunder under any such Ancillary Agreements. The execution and delivery by each Seller of the Ancillary Agreements to consummate which it will be a party have been (or will be at the transactions contemplated hereby and therebytime of execution thereof) duly authorized by all necessary corporate or other organizational action on the part of such Seller. The execution and delivery of this Agreement and the Ancillary Agreements by Sellers, and subject to which it is a party and clause (b) above, the performance by the Buying Parties Sellers of their obligations hereunder and thereunder, thereunder and the consummation by Sellers of the transactions contemplated hereby and thereby, have been duly authorized by the board their Boards of directors of Parent, and by the written consent of Parent, as sole member of Merger Sub Directors and no other corporate or other action on the part of any Buying Party Sellers is necessary to authorize the execution and delivery of this Agreement Agreement, the Ancillary Agreements or the consummation of the transactions contemplated hereby or thereby. The execution and delivery by each Seller of the Ancillary Agreements to which it is or is proposed to will be a party. The acquisition by the Selling Parties who party have been (or will be officers at the time of execution thereof) duly authorized by all necessary corporate or directors of Parent after other organizational action on the Merger of the Parent Common Stock to be issued in the Merger has been approved by the Board of Directors of Parent and such approval specifies (i) the name of each such officer or director, (ii) the number of shares of Parent Common Stock to be received by such officer or director in the Merger and (iii) that the approval is given for the purpose of exempting the receipt part of such shares from the applicability of Section 16(b) of the Exchange Act pursuant to Rule 16b-3 promulgated thereunder. No approval or consent of the stockholders of Parent is required under applicable Law or under any applicable contractual obligation in connection with the consummation of the Transactions other than the consent of the Principal Parent Stockholder set forth in the Stockholders ConsentSeller. This Agreement and the Ancillary Agreements have has been duly and validly executed and delivered by the Buying Parties and, assuming due authorization, execution Sellers and delivery hereof by the other parties hereto, constitutes a legal, constitute valid and binding obligation obligations of the Buying Parties Sellers, enforceable against the Buying Parties Sellers in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subjectremedies generally, including, without limitation, for purposes of the representation and warranty being made as of the Closing Date, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity), and (c) competing offers as described in Section 8.13(a), and entry of the Approval Order. Each of the Ancillary Agreements, executed and delivered by Sellers or any Seller, or any of their Affiliates, as applicable, at the Closing, shall constitute a valid and binding agreement of Sellers or such Seller, or Affiliate, enforceable against Sellers or such Seller or Affiliate in accordance with its terms, subject (a) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, including, without limitation, the discretion of the Bankruptcy Court for so long as the Bankruptcy Court retains jurisdiction over the Chapter 11 Cases, and (b) as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).