Common use of Company Authorization Clause in Contracts

Company Authorization. The execution, delivery and performance by the Company, Team, Team Finance and Team MergerSub of this Agreement and the consummation by the Company, Team, Team Finance and Team MergerSub of the transactions contemplated hereby are within each of their respective organizational powers and have been duly authorized by all necessary organizational action on the part of the Company, Team, Team Finance and Team MergerSub and, if applicable, their respective equity holders other than the approval of this Agreement and the Reorganization Merger by the holders of Team Common Shares, which approval shall be obtained within 15 days after the date hereof. Assuming that this Agreement constitutes the valid and binding obligation of Purchaser and PurchaserSub, this Agreement constitutes a valid and binding agreement of the Company, Team, Team Finance and Team MergerSub enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally or to general principles of equity. On or prior to the date hereof, the Company has provided Purchaser with certified copies of (i) the resolutions duly adopted by the governing bodies of each of the Company, Team and Team MergerSub authorizing its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and, in the case of Team, recommending that its stockholders vote in favor of the adoption of this Agreement and the consummation of the Reorganization Merger, (ii) the written consent of the holders of a majority of the Company Common Units approving and adopting this Agreement and the Recapitalization Merger; (iii) the written consent of each holder of Retained Units approving and adopting this Agreement and, as applicable, the Reorganization Merger and the Recapitalization Merger; and (iv) the written consent of Team Finance, as the sole stockholder of Team MergerSub, approving and adopting this Agreement and the Reorganization Merger.

Company Authorization. The executionExcept as set forth in Section 4.3.1 of the Company Disclosure Schedule, the Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, the execution and delivery and performance by the Company, Team, Team Finance and Team MergerSub of this Agreement by the Company and the consummation by the Company, Team, Team Finance and Team MergerSub Company of the transactions contemplated hereby are within each of their respective organizational powers and have been duly and validly authorized by all necessary organizational corporate action on the part of the CompanyCompany and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby, Team, Team Finance and Team MergerSub and, if applicable, their respective equity holders other than (i) the approval affirmative vote of holders of a majority of outstanding shares of Company Stock to approve the principal terms of this Agreement and the Reorganization Merger Asset Sale (the “Shareholder Approval”) and (ii) the affirmative vote of holders of that number of outstanding shares of Company Stock as required under the Voting Requirements for the Company to validly obtain the Shareholder Ratification. Except as set forth in Section 4.3.1 of the Company Disclosure Schedule, this Agreement has been duly authorized and validly executed and delivered by the holders of Team Common SharesCompany and, which approval shall be obtained within 15 days after the date hereof. Assuming that assuming this Agreement constitutes the is a valid and binding obligation of Purchaser Parent and PurchaserSubBuyer, this Agreement constitutes a legal, valid and binding agreement obligation of the Company, Team, Team Finance and Team MergerSub enforceable against it in accordance with its terms, subject to the effect of bankruptcy, insolvencyinsolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or and similar Laws relating to or affecting creditors’ rights generally or to remedies and the effect of general principles of equity. On , whether considered in a proceeding in equity or prior to at law (including the date hereofpossible unavailability of specific performance or injunctive relief), and the Company has provided Purchaser with certified copies of (i) the resolutions duly adopted by the governing bodies of each discretion of the Company, Team court before which a proceeding is brought (the “Bankruptcy and Team MergerSub authorizing its execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby and, in the case of Team, recommending that its stockholders vote in favor of the adoption of this Agreement and the consummation of the Reorganization Merger, (ii) the written consent of the holders of a majority of the Company Common Units approving and adopting this Agreement and the Recapitalization Merger; (iii) the written consent of each holder of Retained Units approving and adopting this Agreement and, as applicable, the Reorganization Merger and the Recapitalization Merger; and (iv) the written consent of Team Finance, as the sole stockholder of Team MergerSub, approving and adopting this Agreement and the Reorganization MergerEquity Exceptions”).