Common use of Authority, Authorization and Enforceability Clause in Contracts

Authority, Authorization and Enforceability. (a) Each of WRC and each Owner has the requisite 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 RC 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 of managers of RC, and no other company actions by RC or its members are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) The execution and delivery by RHC 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 its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 each of the Owners, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) This Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner 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 WRC and each Owner, enforceable against WRC and each Owner 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) Each of WRC and each Owner The Company has the requisite corporate power and authority to execute and deliver this Agreement, the Escrow Agreement and each instrument required hereby the other agreements set forth on Schedule 3.5 of the Disclosure Schedule, (the Escrow Agreement and such other agreements are referred to be executed and delivered by it at as the Closing, to perform its obligations hereunder and thereunder “Ancillary Agreements”) and to consummate the Merger and the other transactions contemplated hereby and thereby. (b) The execution , subject in the case of the consummation of the Merger to the filing and delivery by RC recordation of this Agreement the Certificate of Merger. All corporate action on the part of the Company and each instrument required hereby to be executed its officers, directors and delivered by it at stockholders necessary for the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of managers of RCauthorization, and no other company actions by RC or its members are necessary to authorize the execution and delivery of this Agreement or and the consummation Ancillary Agreements, and the performance of all obligations of the transactions contemplated hereby. (c) Company, hereunder and thereunder, has been taken or, with respect to the matters set forth on Schedule 3.5 of the Disclosure Schedule, will be taken prior to Closing. The execution Board of Directors of the Company has unanimously made the Company Recommendation. This Agreement has been duly and delivery by RHC of this Agreement and each instrument required hereby to be validly executed and delivered by it at the Closing Company and each Ancillary Agreement to which the performance of its obligations hereunder and thereunder have been Company will become a party to on or prior to Closing, will be, when executed by the Company, duly and validly authorized by its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 Company, and, in each of the Ownerscase, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) This Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) , constitutes or will constitute the a valid and legally binding obligations agreement of WRC and each Ownerthe Company, enforceable against WRC and each Owner it in accordance with their its terms, except that (i) such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and other laws, decisions or equitable principles now or hereafter in effect relating to or Laws of general application affecting the enforcement of creditors’ rights or debtors’ obligations generally, and (ii) as limited by Laws relating to general equity principlesthe availability of specific performance, injunctive relief, or other equitable remedies, and (iiiii) to the remedy of specific performance and injunctive and other forms of equitable relief extent the indemnification provisions may be subject to equitable defenses and to the discretion limited as a matter of the court before which any proceeding therefor may be broughtpublic policy under applicable federal or state securities Laws.

Authority, Authorization and Enforceability. (a) Each of WRC and each Owner Parent has the requisite corporate power and authority to execute and deliver this Agreement and each instrument required hereby the Ancillary Agreements to which it shall be executed a party. Merger Sub has the corporate power and delivered by authority to execute and deliver this Agreement and the Ancillary Agreements to which it at the Closing, to perform its obligations hereunder and thereunder shall be a party and to consummate the Merger and the other transactions contemplated hereby and thereby. (b) The execution , subject in the case of the consummation of the Merger to the filing and delivery by RC recordation of this Agreement the Certificate of Merger. All corporate action on the part of Parent and each instrument required hereby to be executed Merger Sub and delivered by it at their respective officers, directors and stockholders necessary for the Closing and the performance of its obligations hereunder and thereunder have been duly and validly authorized by the board of managers of RCauthorization, and no other company actions by RC or its members are necessary to authorize the execution and delivery of this Agreement or and the consummation Ancillary Agreements to which each shall be a party, and the performance of the transactions contemplated hereby. (c) The execution all obligations of Parent and delivery by RHC of this Merger Sub hereunder and thereunder, has been taken prior to Closing. This Agreement has been duly and each instrument required hereby to be validly executed and delivered by it at the Closing each of Parent and the performance of its obligations hereunder Merger Sub, and thereunder have been each Ancillary Agreement to which Parent or Merger Sub will become a party on or prior to Closing, will be, when executed by Parent or Merger Sub, as applicable, duly and validly authorized by its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 Parent or Merger Sub, as applicable, and, in each of the Ownerscase, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) This Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner and (assuming due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto) , constitutes or will constitute the a valid and legally binding obligations agreement of WRC and each OwnerParent and/or Merger Sub, as applicable, enforceable against WRC and each Owner it in accordance with their its terms, except that (i) such enforceability may be subject to as limited by applicable bankruptcy, insolvency, reorganization, moratorium or moratorium, and other laws, decisions or equitable principles now or hereafter in effect relating to or Laws of general application affecting the enforcement of creditors’ rights or debtors’ obligations generally, and (ii) as limited by Laws relating to general equity principlesthe availability of specific performance, injunctive relief, or other equitable remedies, and (iiiii) to the remedy of specific performance and injunctive and other forms of equitable relief extent the indemnification provisions may be subject to equitable defenses and to the discretion limited by as a matter of the court before which any proceeding therefor may be broughtpublic policy under applicable federal or state securities Laws.

Authority, Authorization and Enforceability. (a) Each of WRC MergerSub and the Partners each Owner has have the requisite 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 RC 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 board of managers of RCeach of Partner, and no other company actions by RC the Partners or its members their sole member are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) The execution and delivery by RHC MergerSub 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 its general partner and all of its limited partners, and no other partnership actions by RHC MergerSub or its partners any Partner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 each of the Owners, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) This Agreement and each instrument required hereby have been duly executed and delivered by WRC MergerSub and each Owner 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 WRC MergerSub and each OwnerPartner, enforceable against WRC MergerSub and each Owner 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) Each of WRC and each Owner Such Combining Company has the all requisite corporate or limited liability company, as applicable, 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 RC 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 board Board of managers such Combining Company, upon the recommendation (other than Allied) of RCthe Committee of such Combining Company, and no other company actions corporate or limited liability company, as applicable, proceedings, other than the approval of the stockholders or members, as applicable, of such Combining Company contemplated by RC or its members Section 9.1(c)-(g) hereof, are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) The execution and delivery by RHC 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 its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 each of the Owners, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) . This Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner 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 WRC and each Ownersuch Combining Company, enforceable against WRC and each Owner 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) Each of WRC and each Owner I.E. Mxxxxx has the 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 RC I.E. Mxxxxx 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 of managers directors of RCI.E. Mxxxxx and the Independent Committee of I.E. Mxxxxx, and no other company actions corporate proceedings of I.E. Mxxxxx, other than the approval of the stockholders of I.E. Mxxxxx contemplated by RC or its members Section 9.1(d) hereof are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (c) The execution and delivery by RHC 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 its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 each of the Owners, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) . This Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner I.E. Mxxxxx 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 WRC and each OwnerI.E. Mxxxxx, enforceable against WRC and each Owner I.E. Mxxxxx 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) Each of WRC and each Owner PTI has the 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 RC PTI 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 board of managers directors and, subject to the affirmative vote of RCthe holders of at least two-thirds of the outstanding PTI Common Shares in favor of the PTI Arrangement and the issuance of the Interim Order and the Final Order, and no other company actions corporate proceedings of PTI, other than the approvals of the shareholders of PTI contemplated by RC or its members Section 12.1(j), Section 12.1(p) and Section 12.1(q) hereof, are necessary to authorize the execution and delivery of this Combination Agreement or the consummation of the transactions contemplated hereby. (c) The execution and delivery by RHC 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 its general partner and all of its limited partners, and no other partnership actions by RHC or its partners are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (d) The execution and delivery by WRC 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 each of the Owners, and no other partnership actions by WRC or any Owner are necessary to authorize the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby. (e) . This Combination Agreement and each instrument required hereby have been duly executed and delivered by WRC and each Owner PTI 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 WRC and each OwnerPTI, enforceable against WRC and each Owner PTI 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.