Common use of Authority and Validity Clause in Contracts

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the execution, delivery and performance by it of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Agreement; and (d) the execution, delivery and performance by it (when such performance is due) of this Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it Seller has all the requisite full partnership power and authority (i) to execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein hereby. The execution and therein; (b) the execution, delivery and performance by it of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein hereby by Seller have been duly and therein validly authorized by all necessary action on the part of Seller (other than, with respect to the sale of the Assets, the approval of such transaction contemplated by this Agreement by the Limited Partners). The General Partner has taken all necessary action so that it may recommend that the Limited Partners approve the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by Seller and constitutes a valid and binding obligation of Seller enforceable in accordance with its terms. Except for the approval by the Limited Partners, no further partnership action on the part of Seller is required in connection with the consummation of the transactions contemplated by this Agreement. (b) Each of TCI and the General Partner has all requisite corporate or partnership, as the case may be, power and authority to execute, deliver and perform its obligations under this Agreement. The execution and delivery by each of TCI and the General Partner of, and the performance by each of TCI and the General Partner of its respective obligations under, this Agreement have been duly authorized by all necessary requisite corporate or partnership action, as the case may be, of TCI and the General Partner, as the case may be, and no other action corporate or proceeding is partnership proceedings, as the case may be, on the part of TCI or the General Partner, as the case may be, are necessary to authorize the execution and approve delivery of this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party performance of TCI's or any of the transactions contemplated herein or therein; (c) this Reclamation Funding General Partner's respective obligations hereunder. This Agreement has been duly and validly executed and delivered by it each of TCI and the General Partner and constitutes a legal, valid and binding agreement by itof each of TCI and the General Partner, enforceable against it in accordance with the terms of this Reclamation Funding Agreement; and (d) the execution, delivery and performance by it (when such performance is due) of this Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreementits terms.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the executionsuch Party's execution and delivery of, delivery and performance by it of under, this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Agreement has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Agreement; and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (iii) to perform its obligations under this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iiii) to consummate the transactions contemplated herein and therein; (ba) the execution, delivery and performance by it of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (ca) this Reclamation Funding Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Agreement; and (da) the execution, delivery and performance by it (when such performance is due) of this Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Settlement Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (iii) to perform its obligations under this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iiii) to consummate the transactions contemplated herein and therein; (ba) the executionsuch Party’s execution and delivery of, delivery and performance by it of under, this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Settlement Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (ca) this Reclamation Funding Settlement Agreement has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Settlement Agreement; and (da) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Settlement Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (iii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Settlement Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the executionsuch Party's execution and delivery of, delivery and performance by it of under, this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Settlement Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Settlement Agreement has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Settlement Agreement; and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Settlement Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Settlement Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the executionsuch Party's execution and delivery of, delivery and performance by it of under, this Reclamation Funding Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Settlement Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Settlement Agreement has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Settlement Agreement; and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Settlement Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory AuthoritiesDOI, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Settlement Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy CourtDate, that: (a) it has all the requisite authority (i) to execute and deliver this Amended Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Amended Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the execution, delivery and performance by it of this Amended Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Amended Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Amended Reclamation Funding Agreement has been duly executed and delivered by it and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Amended Reclamation Funding Agreement; and (d) the execution, delivery and performance by it (when such performance is due) of this Amended Reclamation Funding Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Amended Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Amended Settlement Agreement and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Amended Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the executionsuch Party's execution and delivery of, delivery and performance by it of under, this Reclamation Funding Amended Settlement Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Amended Settlement Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Amended Settlement Agreement has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding Amended Settlement Agreement; and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Amended Settlement Agreement does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it Each of EnTrust Contributor, EP Partners and Onshore GP has all the requisite necessary capacity, legal right, limited liability company power and authority (i) to enter into, execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform carry out its obligations under this Reclamation Funding Agreement hereunder and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the hereby. The execution, delivery and performance by it each of EnTrust Contributor, EP Partners and Onshore GP of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party Agreement, and the consummation by each of EnTrust Contributor, EP Partners and Onshore GP of the transactions contemplated herein and therein hereby, have been duly authorized by all necessary corporate action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding . This Agreement has been duly and validly executed and delivered by it each of EnTrust Contributor, EP Partners and Onshore GP, and, assuming due authorization, execution and delivery by each of the other Parties, constitutes a the legal, valid and binding agreement by itof each of EnTrust Contributor EP Partners, and Onshore GP, enforceable against it each of EnTrust Contributor, EP Partners and Onshore GP in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors’ rights generally (collectively, the terms “Enforceability Limitations”). (b) Each of this Reclamation Funding Agreement; the EnTrust Group Members has all necessary capacity, legal right, power and (d) authority to enter into, execute and deliver each of the Ancillary Documents to which it is a party, to carry out its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by it (when of each such performance is due) Person of this Reclamation Funding Agreement does not each such Ancillary Document, and shall not (i) violate any provision the consummation by each such Person of lawthe transactions contemplated thereby, rule or regulation applicable to it or (ii) conflict withhave been duly authorized by all necessary limited liability company action. Each such Ancillary Document, result in a breach at the time of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it its execution by each EnTrust Group Member who is a party. With respect to party thereto, will be duly and validly executed and delivered by such Person, and, assuming due authorization, execution and delivery by each of the Regulatory Authoritiesother parties thereto, will constitute the undersigned represents legal, valid and warrants that he/she has authority to enter into this Reclamation Funding Agreementbinding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it Each of the Permal Contributor and the Company has all the requisite necessary capacity, legal right, corporate power, and authority (i) to enter into, execute and deliver this Reclamation Funding Agreement, and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform carry out its obligations under this Reclamation Funding Agreement hereunder and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the hereby. The execution, delivery and performance by it each of the Permal Contributor and the Company of this Reclamation Funding Agreement and the other documents and instruments contemplated hereby to which it is contemplated to be a party Agreement, and the consummation by each of the Permal Contributor and the Company of the transactions contemplated herein and therein hereby, have been duly authorized by all necessary corporate action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding . This Agreement has been duly and validly executed and delivered by it each of the Permal Contributor and the Company, and, assuming due authorization, execution and delivery by each of the other Parties, constitutes a the legal, valid and binding agreement by itof each of the Permal Contributor and the Company, enforceable against it the Permal Contributor and the Company in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations. (b) Each of the terms Permal Group Members and the Company has all necessary capacity, legal right, power, and authority to enter into, execute and deliver each of this Reclamation Funding Agreement; the Ancillary Documents to which it is a party, to carry out its obligations thereunder and (d) to consummate the transactions contemplated thereby. The execution, delivery and performance by it (when of each such performance is due) Person of this Reclamation Funding Agreement does not each such Ancillary Document, and shall not (i) violate any provision the consummation by each such Person of lawthe transactions contemplated thereby, rule or regulation applicable to it or (ii) conflict withhave been duly authorized by all necessary corporate action. Each such Ancillary Document, result in a breach at the time of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it its execution by each Permal Group Member and the Company who is a party. With respect to party thereto, will be duly and validly executed and delivered by such Person, and, assuming due authorization, execution and delivery by each of the Regulatory Authoritiesother parties thereto, will constitute the undersigned represents legal, valid and warrants that he/she has authority to enter into this Reclamation Funding Agreementbinding agreement of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable Enforceability Limitations.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: (a) it has all the requisite authority (i) to execute and deliver this Reclamation Funding Agreement, Second Amendment and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Agreement Second Amendment and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; (b) the executionsuch Party's execution and delivery of, delivery and performance by it of under, this Reclamation Funding Agreement Second Amendment and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement Second Amendment or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; (c) this Reclamation Funding Agreement Second Amendment has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding AgreementSecond Amendment; and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Agreement Second Amendment does not and shall not (i) violate any provision of law, rule or regulation applicable to it or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory Authorities, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Agreement.

Authority and Validity. Each non-governmental Party otherwise represents, warrants and acknowledges represents, warrants and acknowledges, as of the Effective Date and, in the case of the Debtors, subject to approval by the Bankruptcy Court, that: : (a) it has all the requisite authority authority: (i) to execute and deliver this Reclamation Funding Agreement, Amended Stipulation and the other documents and instruments contemplated hereby, to which it is contemplated to be a party, (ii) to perform its obligations under this Reclamation Funding Agreement Amended Stipulation and the other documents and instruments contemplated hereby to which it is contemplated to be a party and (iii) to consummate the transactions contemplated herein and therein; ; (b) the executionsuch Party’s execution and delivery of, delivery and performance by it of under, this Reclamation Funding Agreement Amended Stipulation and the other documents and instruments contemplated hereby to which it is contemplated to be a party and the consummation of the transactions contemplated herein and therein have been duly authorized by all necessary action, and no other action or proceeding is necessary to authorize and approve this Reclamation Funding Agreement Amended Stipulation or the other documents and instruments contemplated hereby to which it is contemplated to be a party or any of the transactions contemplated herein or therein; ; (c) this Reclamation Funding Agreement Amended Stipulation has been duly executed and delivered by it such Party and constitutes a legal, valid and binding agreement by it, enforceable against it in accordance with the terms of this Reclamation Funding AgreementAmended Stipulation; and and (d) the execution, delivery and performance by it such Party (when such performance is due) of this Reclamation Funding Agreement Amended Stipulation does not and shall not (i) violate any provision of law, rule or regulation applicable to it it, or (ii) conflict with, result in a breach of or constitute (with due notice or lapse of time or both) a default under any material contractual obligation to which it is a party. With respect to the Regulatory AuthoritiesEPA, the undersigned represents and warrants that he/she has authority to enter into this Reclamation Funding Settlement Agreement.