Common use of Authority; Enforceability; Noncontravention Clause in Contracts

Authority; Enforceability; Noncontravention. (a) Each of NS, AGS and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NS, AGS and their respective Subsidiaries, as the case may be. This Agreement has been and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NS, NSR and AGS, as the case may be, and, assuming it is duly executed and delivered by KCS and the Company, as applicable, constitutes or will constitute a valid and legally binding obligation of each of NS, AGS and their respective Subsidiaries, as the case may be, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' rights generally, and to the availability of equitable remedies. (b) The execution and delivery by each of NS, NSR and AGS, as the case may be, of this Agreement, each of the Ancillary Agreements and the Company Agreement do not and will not, and compliance by each of NS, NSR or AGS, as the case may be, with the provisions of this Agreement, each of the Ancillary Agreements and the Company Agreement will not, (i) conflict with or result in a breach or default under the Charter Documents of NS, NSR or AGS or any of the terms, conditions or provisions of any Contract to which NS is a party or otherwise bound, or to which any property or asset of NS, NSR or AGS is subject; (ii) subject to the filings with Governmental Authorities and other matters referred to in Section 9.2(c) below, violate any Law applicable to NS, NSR or AGS; or (iii) result in the creation or imposition of any Lien on any asset of NS, NSR or AGS, except in each case as will not, individually or in the aggregate, impair in any material respect NS' performance of its obligations hereunder. (c) Except (i) for the applicable requirements of the STB and (ii) as set forth on Schedule 9.2(c), there are no approvals, authorizations, consents, orders or other actions of, or filings with, any Person that are required to be obtained or made by NS, NSR, AGS or the Company in connection with the execution of, and the consummation of the transactions contemplated under, this Agreement, the Ancillary Agreements or the Company Agreement, except for any matters as will not, individually or in the aggregate, impair in any material respect NS' performance of its obligations hereunder.

Authority; Enforceability; Noncontravention. (a) Each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be. This Agreement has been been, and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NSKCS, NSR KCSR and AGStheir respective Subsidiaries, as the case may be, and, assuming it is duly executed their due execution and delivered delivery by KCS and the Company, as applicableother party or parties hereto or thereto, constitutes or will constitute a valid and legally binding obligation of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, respectively, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' rights generally, and to the availability of equitable remedies. (b) The execution and delivery by each of NS, NSR and AGS, as the case may be, of this Agreement, each of the Ancillary Agreements and the Company Agreement do by each of KCS, KCSR and their respective Subsidiaries, as the case may be, does not and will not, and compliance by each of NS, NSR or AGSKCS and KCSR, as the case may beapplicable, with the provisions of this Agreement, each of the Ancillary Agreements and the Company Agreement will not, (i) conflict with or result in a breach or default under the Charter Documents of NSKCS, NSR KCSR or AGS their respective Subsidiaries; (ii) constitute or result in a material breach or violation of, or a material default under, or the acceleration of (with or without the giving of notice, the lapse of time or both) any of the termsobligation pursuant to, conditions or provisions any provision of any Material Contract to which NS KCS, KCSR or their respective Subsidiaries is a party or otherwise bound, or to which any property or asset of NSKCS, NSR KCSR or AGS their respective Subsidiaries is subject; (iiiii) subject to the filings with Governmental Authorities and other matters referred to in Section 9.2(c8.2(c) below, violate any Law applicable to NSKCS, NSR KCSR or AGStheir respective Subsidiaries; or (iiiiv) result in the creation or imposition of any material Lien on any asset of NS, NSR the Assets; or AGS, except in each case as will not, individually (v) constitute or in the aggregate, impair result in any material respect NS' performance change in the rights or obligations of its obligations hereunderany party under any of the Material Contracts. (c) Except (i) for the applicable requirements of the STB and (ii) as set forth on Schedule 9.2(c)Section 8.2(c) of the Disclosure Schedule, there are no approvals, authorizations, consents, orders or other actions of, or filings with, any Person Person, including any Governmental Authority, that are required to be obtained or made by NSKCS, NSRKCSR, AGS or their respective Subsidiaries or the Company in connection with the execution of, and the consummation of the transactions contemplated under, this Agreement, the Ancillary Agreements or the Company Agreement, except for any matters in each case as will not, individually or in the aggregate, impair in any material respect NS' the performance by KCS, KCSR or their respective Subsidiaries of its their respective obligations hereunder.

Authority; Enforceability; Noncontravention. (a) Each of NS, AGS and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NS, AGS and their respective Subsidiaries, as the case may be. This Agreement has been and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NS, NSR and AGS, as the case may be, and, assuming it is duly executed and delivered by KCS and the Company, as applicable, constitutes or will constitute a valid and legally binding obligation of each of NS, AGS and their respective Subsidiaries, as the case may be, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' ’ rights generally, and to the availability of equitable remedies. (b) The execution and delivery by each of NS, NSR and AGS, as the case may be, of this Agreement, each of the Ancillary Agreements and the Company Agreement do not and will not, and compliance by each of NS, NSR or AGS, as the case may be, with the provisions of this Agreement, each of the Ancillary Agreements and the Company Agreement will not, (i) conflict with or result in a breach or default under the Charter Documents of NS, NSR or AGS or any of the terms, conditions or provisions of any Contract to which NS is a party or otherwise bound, or to which any property or asset of NS, NSR or AGS is subject; (ii) subject to the filings with Governmental Authorities and other matters referred to in Section 9.2(c) below, violate any Law applicable to NS, NSR or AGS; or (iii) result in the creation or imposition of any Lien on any asset of NS, NSR or AGS, except in each case as will not, individually or in the aggregate, impair in any material respect NS' ’ performance of its obligations hereunder. (c) Except (i) for the applicable requirements of the STB and (ii) as set forth on Schedule 9.2(c), there are no approvals, authorizations, consents, orders or other actions of, or filings with, any Person that are required to be obtained or made by NS, NSR, AGS or the Company in connection with the execution of, and the consummation of the transactions contemplated under, this Agreement, the Ancillary Agreements or the Company Agreement, except for any matters as will not, individually or in the aggregate, impair in any material respect NS' ’ performance of its obligations hereunder.

Authority; Enforceability; Noncontravention. (a) Each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, has full power and authority to enter into, execute and deliver this Agreement, each of the Ancillary Agreements and the Company Agreement to which it is a party and perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements and the Company Agreement will be, duly authorized by all necessary action of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be. This Agreement has been been, and each of the Ancillary Agreements and the Company Agreement will be, duly executed and delivered by each of NSKCS, NSR KCSR and AGStheir respective Subsidiaries, as the case may be, and, assuming it is duly executed their due execution and delivered delivery by KCS and the Company, as applicableother party or parties hereto or thereto, constitutes or will constitute a valid and legally binding obligation of each of NSKCS, AGS KCSR and their respective Subsidiaries, as the case may be, respectively, enforceable against them in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other similar Laws relating to or affecting creditors' ’ rights generally, and to the availability of equitable remedies. (b) The execution and delivery by each of NS, NSR and AGS, as the case may be, of this Agreement, each of the Ancillary Agreements and the Company Agreement do by each of KCS, KCSR and their respective Subsidiaries, as the case may be, does not and will not, and compliance by each of NS, NSR or AGSKCS and KCSR, as the case may beapplicable, with the provisions of this Agreement, each of the Ancillary Agreements and the Company Agreement will not, (i) conflict with or result in a breach or default under the Charter Documents of NSKCS, NSR KCSR or AGS their respective Subsidiaries; (ii) constitute or result in a material breach or violation of, or a material default under, or the acceleration of (with or without the giving of notice, the lapse of time or both) any of the termsobligation pursuant to, conditions or provisions any provision of any Material Contract to which NS KCS, KCSR or their respective Subsidiaries is a party or otherwise bound, or to which any property or asset of NSKCS, NSR KCSR or AGS their respective Subsidiaries is subject; (iiiii) subject to the filings with Governmental Authorities and other matters referred to in Section 9.2(c8.2(c) below, violate any Law applicable to NSKCS, NSR KCSR or AGStheir respective Subsidiaries; or (iiiiv) result in the creation or imposition of any material Lien on any asset of NS, NSR the Assets; or AGS, except in each case as will not, individually (v) constitute or in the aggregate, impair result in any material respect NS' performance change in the rights or obligations of its obligations hereunderany party under any of the Material Contracts. (c) Except (i) for the applicable requirements of the STB and (ii) as set forth on Schedule 9.2(c)Section 8.2(c) of the Disclosure Schedule, there are no approvals, authorizations, consents, orders or other actions of, or filings with, any Person Person, including any Governmental Authority, that are required to be obtained or made by NSKCS, NSRKCSR, AGS or their respective Subsidiaries or the Company in connection with the execution of, and the consummation of the transactions contemplated under, this Agreement, the Ancillary Agreements or the Company Agreement, except for any matters in each case as will not, individually or in the aggregate, impair in any material respect NS' the performance by KCS, KCSR or their respective Subsidiaries of its their respective obligations hereunder.