Common use of Corporate and Governmental Authorization Clause in Contracts

Corporate and Governmental Authorization. (a) Dish has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement, the performance of Dish’s obligations hereunder and the consummation of the Merger have been duly and validly approved by the Dish Board of Directors. The Dish Board of Directors has determined that the Merger and the other transactions contemplated hereunder are advisable and in the best interests of Dish and the Dish Stockholders and has recommended approval of the Merger by the Dish Stockholders. The adoption of this Agreement and the approval of the Merger by each of CD&R and CMH (the “Dish Stockholder Approval”) is the only approval of holders of Dish Common Stock necessary to approve the Merger and to consummate the transactions contemplated by this Agreement. The Dish Stockholder Approval was obtained by the execution and delivery by CD&R and CMH of a written consent concurrently with the execution and delivery of this Agreement. No other corporate proceedings on the part of Dish are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Dish has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of Dish enforceable against Dish in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity).

Corporate and Governmental Authorization. (a) Dish Each of Soap and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger. The execution and delivery of this Agreement, the performance of Dish’s their respective obligations hereunder and the consummation of the Merger have been duly and validly approved by the Dish Board Boards of DirectorsDirectors of each of Soap and the Merger Sub. The Dish Soap Board of Directors has (i) determined that the Merger and the other transactions contemplated hereunder hereby are advisable and in the best interests of Dish Soap and the Dish Stockholders its stockholders, (ii) approved and has recommended approval of the Merger by the Dish Stockholders. The adoption of adopted this Agreement and the approval of the Merger by each of CD&R and CMH (the “Dish Stockholder Approval”) is the only approval of holders of Dish Common Stock necessary to approve the Merger and to consummate approved the transactions contemplated by this Agreement. The Dish Stockholder Approval was obtained by hereby and (iii) approved the execution and delivery by CD&R and CMH issuance of a written consent concurrently with Soap Common Stock in the execution and delivery of this AgreementMerger. No other corporate proceedings on the part of Dish any of Soap or Merger Sub are necessary to approve this Agreement or to consummate the Merger or the other transactions contemplated hereby. Dish Each of Soap and Merger Sub has duly executed and delivered this Agreement. This Agreement constitutes, assuming the due authorization and valid execution and delivery of this Agreement by the other parties hereto, the legal, valid and binding obligation of Dish each of Soap and Merger Sub, enforceable against Dish each of them in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at Law or in equity).

Corporate and Governmental Authorization. (a) Dish Each of Parent, TWG Re and Merger Sub has all requisite the corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Mergertransactions contemplated hereby. The execution and delivery of this Agreement, the performance of Dish’s obligations hereunder and the consummation of the Merger transactions contemplated hereby, have been duly authorized by Parent, TWG Re and validly approved by Merger Sub and no other corporate or other proceedings on the Dish Board part of Directors. The Dish Board of Directors has determined that the Parent, TWG Re or Merger and the other transactions contemplated hereunder Sub are advisable and in the best interests of Dish and the Dish Stockholders and has recommended approval of the Merger by the Dish Stockholders. The adoption of this Agreement and the approval of the Merger by each of CD&R and CMH (the “Dish Stockholder Approval”) is the only approval of holders of Dish Common Stock necessary to approve the Merger and to consummate the transactions contemplated by this Agreement. The Dish Stockholder Approval was obtained by authorize the execution and delivery by CD&R Parent, TWG Re and CMH Merger Sub of a written consent concurrently with the execution and delivery of this Agreement. No other corporate proceedings on the part of Dish are necessary to approve this Agreement or to consummate the Merger or consummation of the other transactions contemplated hereby. Dish This Agreement has been duly executed and delivered this Agreement. This Agreement constitutesby each of Parent and Merger Sub and, assuming the due authorization and valid execution authorization, execution, and delivery of this Agreement hereof by the other parties heretoCompany, the legal, constitutes a valid and binding obligation of Dish Parent and Merger Sub, enforceable against Dish it in accordance with its terms, except as such enforceability may be limited by applicable (i) bankruptcy, insolvency, reorganization, insolvencymoratorium, fraudulent conveyance, moratorium, receivership conveyance or other similar Laws relating to or affecting creditors’ rights generally and by (ii) general principles of equity, whether such enforceability is considered in a proceeding in equity (whether considered or at Law law. The Parent Shareholder Approval, the TWG Re Shareholder Approval and the approvals of this Agreement, the Reorganization, the Merger and the other transactions contemplated by this Agreement by Parent, in its capacity as the sole stockholder of Merger Sub, have been obtained by written consents or in equity)written resolutions, as applicable, and copies thereof, executed by the appropriate Persons, have previously been made available to the Company, and no other votes or approvals of any other holders of securities of Parent or any of its Affiliates are necessary to approve this Agreement, the Reorganization, the Merger and the other transactions contemplated by this Agreement.