Common use of Authority, Authorization and Enforceability Clause in Contracts

Authority, Authorization and Enforceability. (a) WNR has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution and delivery by WNR of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Board, and no other corporate actions by WNR or its stockholders are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) This Agreement and each instrument required hereby have been duly executed and delivered by WNR and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNR, enforceable against WNR in accordance with their terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR WRCRC has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution and delivery by WNR WRCRC of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardits board of directors, and no other corporate actions by WNR WRCRC or its stockholders are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) This Agreement and each instrument required hereby have been duly executed and delivered by WNR WRCRC and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRWRCRC, enforceable against WNR WRCRC in accordance with their terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR AMH II has all the requisite corporate power and authority (corporate or otherwise) to execute and deliver this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR AMH II of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of AMH II, and no other corporate actions by WNR or its stockholders proceedings of AMH II are necessary to authorize the execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. (c) . This Contribution Agreement and each instrument required hereby have been duly executed and delivered by WNR AMH II and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRAMH II, enforceable against WNR AMH II in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR Such Combining Company has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closingit, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR such Combining Company of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the BoardBoard of such Combining Company, upon the recommendation of the Committee of such Combining Company, and no other corporate actions proceedings, other than the approval of the stockholders of such Combining Company contemplated by WNR or its stockholders Sections 6.1(c) and (d) hereof, are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) . This Agreement and each instrument required hereby have been duly executed and delivered by WNR such Combining Company and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRsuch Combining Company, enforceable against WNR such Combining Company in accordance with their terms, except that (ia) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principlesprinciples (whether applied in a proceeding at law or in equity), and (iib) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR SGP has all the requisite corporate power and authority (corporate or otherwise) to execute and deliver this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR SGP of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of SGP, and no other corporate actions by WNR or its stockholders proceedings of SGP are necessary to authorize the execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. (c) . This Contribution Agreement and each instrument required hereby have been duly executed and delivered by WNR SGP and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRSGP, enforceable against WNR SGP in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR AMH has all the requisite corporate power and authority (corporate or otherwise) to execute and deliver this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR AMH of this Contribution Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of AMH, and no other corporate actions by WNR or its stockholders proceedings of AMH are necessary to authorize the execution and delivery of this Contribution Agreement or the consummation of the transactions contemplated hereby. (c) . This Contribution Agreement and each instrument required hereby have been duly executed and delivered by WNR AMH and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRAMH, enforceable against WNR AMH in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR has all The Partners each have the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) The execution and delivery by WNR each Partner of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of managers of each of Partner, and no other corporate company actions by WNR the Partners or its stockholders their sole member are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) This Agreement and each instrument required hereby have been duly executed and delivered by WNR each Partner and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNReach Partner, enforceable against WNR each Partner in accordance with their terms, except that (i) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR IPS has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR IPS of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of IPS and the Independent Committee of IPS, and no other corporate actions proceedings of IPS, other than the approval of the stockholders of IPS contemplated by WNR or its stockholders Section 9.1(e) hereof, are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) . This Agreement and each instrument required hereby have been duly executed and delivered by WNR IPS and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRIPS, enforceable against WNR IPS in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR Complete has all requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR Complete of this Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of Complete and the Independent Committee of Complete, and no other corporate actions proceedings of Complete, other than the approval of the stockholders of Complete contemplated by WNR or its stockholders Section 9.1(c) hereof, are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) . This Agreement and each instrument required hereby have been duly executed and delivered by WNR Complete and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRComplete, enforceable against WNR Complete in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ rights or debtors’ obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority, Authorization and Enforceability. (a) WNR Sooner has all requisite corporate power and authority to execute and deliver this Combination Agreement and each instrument required hereby to be executed and delivered by it at the Closing, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (b) . The execution and delivery by WNR Sooner of this Combination Agreement and each instrument required hereby to be executed and delivered by it at the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the Boardboard of directors of Sooner, and no other corporate actions proceedings of Sooner, other than the approval of the stockholders of Sooner contemplated by WNR or its stockholders Section 12.1(o) hereof are necessary to authorize the execution and delivery of this Combination Agreement or the consummation of the transactions contemplated hereby. (c) . This Combination Agreement and each instrument required hereby have been duly executed and delivered by WNR Sooner and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) constitute the valid and legally binding obligations of WNRSooner, enforceable against WNR Sooner in accordance with their terms, except that (iA) such enforceability may be subject to bankruptcy, insolvency, reorganization, moratorium or other laws, decisions or equitable principles now or hereafter in effect relating to or affecting the enforcement of creditors’ ' rights or debtors’ ' obligations generally, and to general equity principles, and (iiB) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.