Common use of Authority; Validity; Consents Clause in Contracts

Authority; Validity; Consents. Sellers have, subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Sellers and each other Transaction Document required to be executed and delivered by Sellers at the Closing will be duly and validly executed and delivered by Sellers at the Closing. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to Sellers, the legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (a) as required to comply with the HSR Act, (b) for entry of the Sale Order or the Canadian Sale and Vesting Order and (c) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian Proceedings, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Sellers haveEach Seller has, subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate corporate, partnership or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is it is, or will become, a party and to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been duly and validly executed and delivered by Sellers each Seller and each other Transaction Document required to be executed and delivered by Sellers at the Closing any time will be duly and validly executed and delivered by Sellers at the Closingeach Seller. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and (when duly executed by Sellers) the other Transaction Documents constitute, with respect to Sellerseach Seller, the legal, valid and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (aincluding the Approval Order) as required to comply with the HSR Act, (b) for entry of the Sale Order or the Canadian Sale and Vesting Order and (c) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian Proceedings, Sellers are not no Seller is required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and therebyTransactions, except for (i) expiration or termination of any applicable waiting periods under the HSR Act and (ii) such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Authority; Validity; Consents. Sellers have, subject to entry of the Bidding Procedures and Sale Order and requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its their respective obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Sellers and each other Transaction Document required to be executed and delivered by Sellers at the Closing will be duly and validly executed and delivered by Sellers at the Closing. Subject to entry of the Bidding Procedures and Sale Order and requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to Sellers, the legal, valid and binding obligations of Sellers, enforceable against Sellers in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to to, and after giving effect to, requisite Bankruptcy Court approval (including, without limitation, the Bidding Procedures Order and Canadian Court approvalthe Sale Order), as applicable, and except (a) as required to comply with the HSR Act, (b) for entry of the Sale Order or the Canadian Sale and Vesting Order and (cb) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian ProceedingsCase, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Sellers haveEach Seller has, subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or limited liability company action. This Agreement has been duly and validly executed and delivered by Sellers each Seller and each other Transaction Document required to be executed and delivered by Sellers such Seller at the Closing will be duly and validly executed and delivered by Sellers such Seller at the Closing. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to Sellerseach Seller, the legal, valid and binding obligations of Sellerseach Seller, enforceable against Sellers each Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (a) as required to comply with the HSR Act, (b) for entry of the Sale Order or the Canadian Sale and Vesting Order and (c) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian ProceedingsCase, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effectmaterial effect on the Sellers’ ability to operate the Business in the ordinary course.

Authority; Validity; Consents. Sellers have, subject to requisite Bankruptcy Court approval Each of Buyer and Canadian Court approval, as applicable, Parent has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by each of Buyer and Parent and the consummation by each of Buyer and Parent of the transactions contemplated herein have been duly and validly authorized by all requisite limited liability company or corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by Sellers Buyer and Parent and each other Transaction Document required to be executed and delivered by Sellers at the Closing which Buyer or Parent is a party will be duly and validly executed and delivered by Sellers Buyer or Parent, as applicable, at the Closing. Subject This Agreement and the other Transaction Documents to requisite Bankruptcy Court approval which Buyer is a party constitute the legal, valid and Canadian Court approvalbinding obligation of Buyer, as applicableenforceable against Buyer in accordance with their respective terms, and this Agreement and the other Transaction Documents constitute, with respect to Sellers, which Parent is a party constitute the legal, valid and binding obligations obligation of SellersParent, enforceable against Sellers Parent in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ creditors¶ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (a) Except as required to comply with the HSR Act, (b) for entry of the Sale Order neither Buyer nor Parent is or the Canadian Sale and Vesting Order and (c) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian Proceedings, Sellers are not will be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby and or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effectaffect Parent¶s or Buyer¶s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.

Authority; Validity; Consents. Sellers haveEach Seller has, subject to requisite Bankruptcy Court approval entry of the Approval Order and Canadian Court approvalreceipt of the Ombudsman Report, as applicable, the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Sellers each Seller and each other Transaction Document required to be executed and delivered by Sellers each Seller at the Closing will be duly and validly executed and delivered by Sellers such Seller at the Closing. Subject to requisite Bankruptcy Court approval and Canadian Court approvalentry of the Approval Order, as applicable, this Agreement and and, when executed, the other Transaction Documents constitutewill, with respect to Sellers, constitute the legal, valid and binding obligations of Sellerseach Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except Except for (ai) as required to comply with the HSR Act, (b) for entry of the Sale Order or Approval Order, (ii) the Canadian Sale and Vesting Order receipt of the Ombudsman Report and (ciii) for notices, filings and consents required in connection with the Bankruptcy Case or Cases, the Canadian Proceedings, Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) Authority in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby. No Conflicts. When the consents and other actions described in Section 5.2 have been obtained and taken, the execution, delivery and performance by each Seller of this Agreement and the other Transaction Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby, do not and will not (a) result in the breach of any of the terms and provisions of, or constitute a default under, or conflict with, or cause any acceleration of any obligation of any Seller under any Contract or other instrument to which such Seller or any Acquired Assets are bound, (b) conflict with or result in a violation or breach of, or default under, any provision of the organizational documents of such Seller or (c) conflict with or result in a violation or breach of any provision of any Law, Order or Governmental Authorization applicable to such Seller or the Acquired Assets, except for any such noticesconflict, filings and consentsviolation, the failure of which to provide, make breach or obtain, would notdefault, individually or in the aggregateagreement, have a Material Adverse Effectwould not reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby.

Authority; Validity; Consents. Sellers haveEach Seller has, subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, the requisite corporate or limited liability company partnership power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller is a party and to consummate the transactions contemplated hereby and thereby, and, subject to requisite Bankruptcy Court approval, the execution, delivery and performance of this Agreement and such other Transaction Documents by such Seller and the consummation by such Seller of the transactions contemplated herein and therein have been duly and validly authorized by all requisite corporate or partnership action. This Agreement has been duly and validly executed and delivered by Sellers each Seller and each other Transaction Document required to be executed and delivered by Sellers a Seller at the Closing will be duly and validly executed and delivered by Sellers such Seller at the Closing. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, this Agreement and the other Transaction Documents constitute, with respect to Sellerseach Seller that is party thereto, the legal, valid and binding obligations of Sellerssuch Seller, enforceable against Sellers such Seller in accordance with their respective terms, except as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicableto each Seller’s Knowledge, except (a) as required to comply with the HSR Act, (b) for entry of the Sale Order or the Canadian Sale and Vesting Order and Order, (cb) for notices, filings and consents required in connection with the Bankruptcy Case or and (c) for the Canadian Proceedingsnotices, filings and consents set forth on Disclosure Schedule 5.2 (to the extent applicable to the Oil and Gas Assets), Sellers are not required to give any notice to, make any filing with or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents or the consummation or performance of any of the transactions contemplated hereby and thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, as would not, individually or in the aggregate, have a Material Adverse Effect.

Authority; Validity; Consents. Sellers have, subject to requisite Bankruptcy Court approval Each of Buyer and Canadian Court approval, as applicable, Parent has the requisite corporate or limited liability company power and authority necessary to enter into and perform its obligations under this Agreement and the other Transaction Documents to which each such Seller it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by each of Buyer and Parent and the consummation by each of Buyer and Parent of the transactions contemplated herein have been duly and validly authorized by all requisite limited liability company or corporate actions in respect thereof. This Agreement has been duly and validly executed and delivered by Sellers Buyer and Parent and each other Transaction Document required to be executed and delivered by Sellers at the Closing which Buyer or Parent is a party will be duly and validly executed and delivered by Sellers Buyer or Parent, as applicable, at the Closing. Subject This Agreement and the other Transaction Documents to requisite Bankruptcy Court approval which Buyer is a party constitute the legal, valid and Canadian Court approvalbinding obligation of Buyer, as applicableenforceable against Buyer in accordance with their respective terms, and this Agreement and the other Transaction Documents constitute, with respect to Sellers, which Parent is a party constitute the legal, valid and binding obligations obligation of SellersParent, enforceable against Sellers Parent in accordance with their respective terms, except in each case as such enforceability is limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity. Subject to requisite Bankruptcy Court approval and Canadian Court approval, as applicable, except (a) Except as required to comply with the HSR Act, (b) for entry of the Sale Order neither Buyer nor Parent is or the Canadian Sale and Vesting Order and (c) for notices, filings and consents required in connection with the Bankruptcy Case or the Canadian Proceedings, Sellers are not will be required to give any notice to, make any filing with to or obtain any consent from any Person (including any Governmental Authority) in connection with the execution and delivery of this Agreement and the other Transaction Documents to which it is a party or the consummation or performance of any of the transactions contemplated hereby and or thereby, except for such notices, filings and consents, the failure of which to provide, make or obtain, would not, individually or in the aggregate, have a Material Adverse Effectaffect Parent’s or Buyer’s ability to perform its obligations under this Agreement or any other Transaction Documents or to consummate the transactions contemplated hereby or thereby.