Authority Relative this Agreement. WesternZagros has the requisite corporate power and authority to execute this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by WesternZagros of the transactions contemplated by the Arrangement has been duly authorized by the WesternZagros Board of Directors and, expect as specified herein, no other proceedings on the part of WesternZagros are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by WesternZagros and constitutes a legal, valid and binding obligation of WesternZagros enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered;
Authority Relative this Agreement. HOC has the requisite corporate power and authority to execute this Agreement, in its own capacity and in its capacity as administrator of Harvest, as applicable, and each of Harvest and HOC has the requisite trust or corporate power and authority, as applicable, to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Harvest and HOC of the Arrangement have been duly authorized by the Harvest Board of Directors and, subject to the requisite approval of the Harvest Unitholders, no other proceedings on the part of Harvest or HOC are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by each of Harvest and HOC and constitutes a legal, valid and binding obligation of each of Harvest and HOC enforceable against them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. VHI has the requisite corporate power and authority to execute this Agreement, in its own capacity and in its capacity as administrator of Viking, as applicable, and each of Viking and VHI has the requisite trust or corporate power and authority, as applicable, to carry out its obligations hereunder. The execution and delivery of this Agreement and the consummation by Viking and VHI of the Arrangement have been duly authorized by the Viking Board of Directors and, subject to the requisite approval of the Viking Unitholders, no other proceedings on the part of Viking or VHI are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by each of Viking and VHI and constitutes a legal, valid and binding obligation of each of Viking and VHI enforceable against them in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. Agrium has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by Agrium in the Arrangement have been duly authorized by Agrium’s board of directors and, subject to approval by Agrium Securityholders of the Agrium Arrangement Resolution at the Agrium Meeting as stipulated by the Court in the Interim Order, no other corporate proceedings on the part of Agrium are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by Agrium and constitutes a legal, valid and binding obligation of Agrium enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. PCS has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by PCS in the Arrangement have been duly authorized by PCS’ board of directors and, subject to approval by PCS Shareholders of the PCS Arrangement Resolution at the PCS Meeting as stipulated by the Court in the Interim Order, no other corporate proceedings on the part of PCS are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by PCS and constitutes a legal, valid and binding obligation of PCS enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. Pembina has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by Pembina in the Arrangement contemplated hereby have been duly authorized by the board of directors of Pembina and no other corporate proceedings on the part of Pembina (including any vote or approval by or on behalf of any class of securities of Pembina) are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by Pembina and constitutes a legal, valid and binding obligation of Pembina enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. KML has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by KML in the Arrangement contemplated hereby have been duly authorized by the KML Board and, subject to such approval of KML Shareholders as is stipulated by the Court in the Interim Order, no other corporate proceedings on the part of KML are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by KML and constitutes a legal, valid and binding obligation of KML enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. The Purchaser has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by the Purchaser in the Arrangement contemplated hereby have been duly authorized by the board of directors of the Purchaser and no other corporate proceedings on the part of the Purchaser (including any vote or approval by or on behalf of any class of securities of the Purchaser) are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by the Purchaser and constitutes a legal, valid and binding obligation of the Purchaser enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. The Company has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by the Company in the Arrangement contemplated hereby have been duly authorized by the Company Board and, subject to such approval of the Company Shareholders as is stipulated by the Court in the Interim Order, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by the Company and constitutes a legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
Authority Relative this Agreement. Suncor has the requisite corporate authority to enter into this Agreement and to carry out its obligations hereunder. The execution and delivery of this Agreement and the participation by Suncor in the Arrangement contemplated hereby have been duly authorized by Suncor’s board of directors and, subject to such approval of Suncor Shareholders as is stipulated by the Court in the Interim Order, no other corporate proceedings on the part of Suncor are necessary to authorize this Agreement or the Arrangement. This Agreement has been duly executed and delivered by Suncor and constitutes a legal, valid and binding obligation of Suncor enforceable against it in accordance with its terms, subject to the qualification that such enforceability may be limited by bankruptcy, insolvency, reorganization or other Laws of general application relating to or affecting rights of creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered.
