Common use of Authorization and Validity of Agreements Clause in Contracts

Authorization and Validity of Agreements. The execution and delivery by Peabody of this Agreement, the execution and delivery by Peabody and each Peabody Entity of the other Transaction Documents to which any of them is or will be a party and the consummation by them of the transactions contemplated hereby and thereby have been (in the case of Peabody), or will be at the Closing Date (in the case of each Peabody Entity), duly authorized and approved by all necessary corporate or other action under applicable Law and the relevant Charter Documents on the part of Peabody and such Peabody Entity, as the case may be, and do not and will not require the approval of the stockholders of Peabody. This Agreement has been duly executed and delivered by Peabody, and at the Closing each of the other Transaction Documents to which Peabody or any Peabody Entity is a party will have been duly executed and delivered by Peabody and such Peabody Entity, as the case may be. This Agreement is the legal, valid and binding obligation of Peabody, enforceable against Peabody in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Peabody or any Peabody Entity is a party will be the legal, valid and binding obligation of Peabody and such Peabody Entity, as the case may be, in each case enforceable against Peabody and such Peabody Entity in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreements. The execution and delivery by Peabody Arch of this Agreement, the execution and delivery by Peabody Arch and each Peabody Arch Entity of the other Transaction Documents to which any of them is or will be a party and the consummation by them of the transactions contemplated hereby and thereby have been (in the case of PeabodyArch), or will be at the Closing Date (in the case of each Peabody Arch Entity), duly authorized and approved by all necessary corporate or other action under applicable Law and the relevant Charter Documents on the part of Peabody Arch and such Peabody Arch Entity, as the case may be, and do not and will not require the approval of the stockholders of PeabodyArch. This Agreement has been duly executed and delivered by PeabodyArch, and at the Closing each of the other Transaction Documents to which Peabody Arch or any Peabody Arch Entity is a party will have been duly executed and delivered by Peabody Arch and such Peabody Arch Entity, as the case may be. This Agreement is the legal, valid and binding obligation of PeabodyArch, enforceable against Peabody Arch in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Peabody Arch or any Peabody Arch Entity is a party will be the legal, valid and binding obligation of Peabody Arch and such Peabody Arch Entity, as the case may be, in each case enforceable against Peabody Arch and such Peabody Arch Entity in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreements. The execution and delivery by Peabody Seller Parent and each Seller Owner of this Agreement, the execution Agreement and delivery by Peabody and each Peabody Entity of the other Transaction Documents to which any of them it is or will be a party party, as applicable, and the consummation by them it of the transactions contemplated hereby and thereby have been (in the case of Peabody), or will be at the Closing Date (in the case of each Peabody Entity), duly authorized and approved by all necessary corporate or other action under applicable Applicable Law and the relevant Charter Documents on the part of Peabody and such Peabody Entity, as the case may beDocuments, and do not and will not require the approval of the stockholders of PeabodySeller Parent or any Seller Owner. This Agreement has been duly executed and delivered by Peabody, and at the Closing each of the other Transaction Documents to which Peabody or any Peabody Entity is a party will have been duly executed and delivered by Peabody and such Peabody Entity, as the case may beSeller Parent. This Agreement is the a legal, valid and binding obligation of PeabodySeller Parent, enforceable against Peabody it in accordance with its terms, except as that such enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Peabody or Seller Parent and any Peabody Entity Seller Owner is a party will shall be the a legal, valid and binding obligation of Peabody Seller Parent and such Peabody EntitySeller Owner, as the case may be, in each case enforceable against Peabody and Seller Parent or such Peabody Entity Seller Owner in accordance with its terms, except as that such enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreements. The execution and delivery by Peabody Cyclone of this Agreement, the execution and delivery by Peabody Cyclone and each Peabody Cyclone Entity of the other Transaction Documents to which any of them is or will be a party and the consummation by them of the transactions contemplated hereby and thereby have been (in the case of PeabodyCyclone), or will be at the Closing Date (in the case of each Peabody Cyclone Entity), duly authorized and approved by all necessary corporate or other action under applicable Applicable Law and the relevant Charter Documents on the part of Peabody Cyclone and such Peabody Cyclone Entity, as the case may be, and do not and will not require the approval of the stockholders of PeabodyCyclone. This Agreement has been duly executed and delivered by PeabodyCyclone, and at the Closing each of the other Transaction Documents to which Peabody Cyclone or any Peabody Cyclone Entity is a party will have been duly executed and delivered by Peabody Cyclone and such Peabody Cyclone Entity, as the case may be. This Agreement is the legal, valid and binding obligation of PeabodyCyclone, enforceable against Peabody each in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Peabody Cyclone or any Peabody Cyclone Entity is a party will be the legal, valid and binding obligation of Peabody Cyclone and such Peabody Cyclone Entity, as the case may be, in each case enforceable against Peabody Cyclone and such Peabody Cyclone Entity in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreements. The execution and delivery by Peabody Cameron of this Agreement, the execution and delivery by Peabody Cameron and each Peabody Cameron Entity of the other Transaction Documents to which any of them is or will be a party and the consummation by them of the transactions contemplated hereby and thereby have been (in the case of PeabodyCameron), or will be at the Closing Date (in the case of each Peabody Cameron Entity), duly authorized and approved by all necessary corporate or other action under applicable Applicable Law and the relevant Charter Documents on the part of Peabody Cameron and such Peabody Cameron Entity, as the case may be, and do not and will not require the approval of the stockholders of PeabodyCameron. This Agreement has been duly executed and delivered by PeabodyCameron, and at the Closing each of the other Transaction Documents to which Peabody Cameron or any Peabody Cameron Entity is a party will have been duly executed and delivered by Peabody Cameron and such Peabody Cameron Entity, as the case may be. This Agreement is the legal, valid and binding obligation of PeabodyCameron, enforceable against Peabody each in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law). At the Closing, each other Transaction Document to which Peabody Cameron or any Peabody Cameron Entity is a party will be the legal, valid and binding obligation of Peabody Cameron and such Peabody Cameron Entity, as the case may be, in each case enforceable against Peabody Cameron and such Peabody Cameron Entity in accordance with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at law).

Authorization and Validity of Agreements. (a) ADP has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Peabody ADP of this AgreementAgreement has been, and at the execution and delivery by Peabody and Closing each Peabody Entity of the other Transaction Documents to which any of them is or such Ancillary Agreements will be a party be, and the consummation by them ADP of the transactions contemplated hereby and thereby have been (in the case of Peabody), or will be at the Closing Date (in the case of each Peabody Entity)been, duly and validly authorized and approved by all necessary corporate or other action under applicable Law and the relevant Charter Documents on the part of Peabody and such Peabody Entity, as the case may be, and do not and will not require the approval of the stockholders of PeabodyADP. This Agreement has been duly executed and delivered by Peabodybeen, and at the Closing each of the other Transaction Documents to which Peabody or any Peabody Entity is a party such Ancillary Agreements will have been be, duly and validly executed and delivered by Peabody ADP and (assuming due authorization, execution and delivery by Purchaser), this Agreement constitutes, and upon their execution at the Closing each such Peabody EntityAncillary Agreement will constitute, as the case may be. This Agreement is the legal, valid and binding obligation of Peabody, ADP enforceable against Peabody it in accordance with its their respective terms, in each case except as that to the extent enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws Laws affecting the enforcement of creditors’ rights generally in general and (ii) subject to general principles of equity and the discretion of courts in granting equitable remedies. (regardless b) Except for the transactions contemplated by this Agreement, ADP is not bound by or the subject of whether that enforceability is considered any Contract to sell, lease or exchange any of the Purchased Assets to any other Person (other than sales of inventory in a proceeding in equity or at lawthe usual and ordinary course of business, consistent with past practice). At No Person other than Purchaser has an option, right of first refusal or other right to acquire any of the ClosingPurchased Assets (other than sales of inventory in the usual and ordinary course of business, each other Transaction Document to which Peabody or any Peabody Entity is a party will be the legal, valid and binding obligation of Peabody and such Peabody Entity, as the case may be, in each case enforceable against Peabody and such Peabody Entity in accordance consistent with its terms, except as that enforceability may be (i) limited by any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and (ii) subject to general principles of equity (regardless of whether that enforceability is considered in a proceeding in equity or at lawpast practice).