Common use of Authorization of Agreement; No Violation Clause in Contracts

Authorization of Agreement; No Violation. This Agreement has been duly executed and delivered by EOG. EOG has the full corporate power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by EOG of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of EOG. Without limiting the generality of the foregoing, this Agreement and the transactions contemplated hereby have been unanimously approved by the Board of Directors of EOG and have been unanimously recommended to the Board of Directors by the Special Committee. Except as disclosed in Section 4.3 of the EOG Disclosure Schedule, neither the execution and delivery by EOG of this Agreement nor the consummation by EOG of the transactions contemplated hereby will conflict with, result in a breach, default or violation of, or require the consent of any third party under, (a) the terms, provisions or conditions of the certificate of incorporation or bylaws or other organizational documents of EOG or any of its Subsidiaries; (b) any judgment, decree or order or any Law to which EOG or any of its Subsidiaries is a party or is subject that would, or would reasonably be expected to, have a Material Adverse Effect on the Acquired Companies, taken as a whole, or EOG; or (c) any material contract, agreement, lease, license or other arrangement to which EOG or one of its Subsidiaries is a party or by which it or one of its Subsidiaries, or any of their respective properties, is bound that would, or would reasonably be expected to, have a Material Adverse Effect on EOG or the Acquired Companies, taken as a whole.

Authorization of Agreement; No Violation. This Agreement (a) Seller has been duly executed and delivered by EOG. EOG has the full all requisite corporate power and authority to enter into execute and deliver this Agreement and the other Transaction Documents to which it is a party and to consummate the transactions contemplated herebyprovided for herein and therein. The execution, execution and delivery and performance by EOG of this Agreement by Xxxxxx and the other Transaction Documents to be executed and delivered by Xxxxxx and the performance by Xxxxxx of the obligations to be performed hereunder and thereunder have been duly authorized by all requisite corporate action. This Agreement is, and each other Transaction Documents to be executed by Seller will be when so executed, a valid and binding obligation of Seller, enforceable in accordance with its respective terms, except that enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors rights generally and by general equitable principles. (b) Except as set forth on Schedule 7.02 (the “Consent Schedule”), the execution and delivery of this Agreement and the other Transaction Documents to be executed and delivered by Seller and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on thereby do not and will not, with or without the part giving of EOG. Without limiting notice or the generality passage of the foregoingtime, this Agreement and the transactions contemplated hereby have been unanimously approved by the Board of Directors of EOG and have been unanimously recommended to the Board of Directors by the Special Committee. Except as disclosed in Section 4.3 of the EOG Disclosure Scheduleviolate, neither the execution and delivery by EOG of this Agreement nor the consummation by EOG of the transactions contemplated hereby will conflict with, result in or constitute a breach, default default, right to accelerate or violation ofloss of rights under, or require result in the consent creation of any third party under, (a) Encumbrance pursuant to, the terms, provisions terms or conditions of the certificate of incorporation or bylaws or other organizational documents of EOG Seller’s Organizational Documents, any Legal Requirement or any of its Subsidiaries; (b) any judgment, decree or order or any Law to which EOG or any of its Subsidiaries is a party or is subject that would, or would reasonably be expected to, have a Material Adverse Effect on the Acquired Companies, taken as a whole, or EOG; or (c) any material contract, agreementmortgage, lease, license or other arrangement franchise, license, Contract, agreement and/or instrument to which EOG Seller or one of its Subsidiaries a Subsidiary is a party or by which it Seller or one of its Subsidiariesa Subsidiary is bound, except where such violation, conflict, breach, default, acceleration or any of their respective propertiesloss would not be material, is bound that wouldindividually or in the aggregate, or would reasonably be expected to, have a Material Adverse Effect on EOG or to the Acquired CompaniesBusiness, taken as a whole.

Authorization of Agreement; No Violation. Seller has the requisite corporate power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby in accordance with the terms of this Agreement. Seller has duly authorized the execution, delivery and performance of this Agreement and the sale of the Stock to Buyer and the consummation of the other transactions contemplated hereby. No other corporate proceedings on the part of Seller are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly executed and delivered by EOG. EOG has the full corporate power and authority to enter into Seller and, assuming this Agreement constitutes the legal, valid and to consummate binding obligation of Buyer, constitutes the transactions contemplated herebylegal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as may be limited by any bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors' rights generally or by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The Neither the execution, delivery and or performance by EOG of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate action on the part of EOG. Without limiting the generality of the foregoing, this Agreement and the transactions contemplated hereby have been unanimously approved by the Board of Directors of EOG and have been unanimously recommended to the Board of Directors by the Special Committee. Except as disclosed in Section 4.3 of the EOG Disclosure Schedule, neither the execution and delivery by EOG of this Agreement nor the consummation by EOG of any of the transactions contemplated hereby (i) will violate or conflict withwith the Certificate of Incorporation or By-Laws of Seller, or (ii) is prohibited by or, except for filings under the HSR Act, requires Seller to obtain any consent, authorization or approval, or make any registration or filing with or from any Person, except such consents, authorizations and approvals the non-receipt of which, individually or in the aggregate, would result in a breach, default or violation of, or require the consent of any third party under, (a) the terms, provisions or conditions of the certificate of incorporation or bylaws or other organizational documents of EOG or any of its Subsidiaries; (b) any judgment, decree or order or any Law to which EOG or any of its Subsidiaries is a party or is subject that would, or would reasonably be expected to, have a Material Adverse Effect on the Acquired Companies, taken as a whole, or EOG; or (c) any material contract, agreement, lease, license or other arrangement to which EOG or one of Company and its Subsidiaries is a party or by which it or one of its Subsidiaries, or any of their respective properties, is bound that would, or would reasonably be expected to, have a Material Adverse Effect on EOG or the Acquired Companies, taken as a whole.