Common use of Organization; Authority; Execution and Delivery; Enforceability Clause in Contracts

Organization; Authority; Execution and Delivery; Enforceability. (i) Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the execution and delivery of this Agreement by Stockholder, the consummation by Stockholder of the transactions contemplated by this Agreement and the compliance by Stockholder with the terms of this Agreement have been duly authorized by all necessary action on the part of Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Stockholder (or Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the terms of this Agreement. Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of Stockholder has full power, authority and capacity to execute and deliver this Agreement on behalf of Stockholder and to thereby bind Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. This Agreement has been duly executed and delivered by Stockholder and, assuming due authorization, execution and delivery by Parent, constitutes a valid and binding obligation of Stockholder, enforceable against Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Organization; Authority; Execution and Delivery; Enforceability. (i) Stockholder Parent is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, (ii) the Canada. The execution and delivery of this Agreement by StockholderParent, the consummation by Stockholder Parent of the transactions contemplated by this Agreement and the compliance by Stockholder Parent with the terms provisions of this Agreement have been duly authorized by all necessary corporate action on the part of Stockholder Parent and its governing body, members, stockholders and trusteesbody or stockholders, as applicable, and (iii) no other corporate proceedings on the part of Stockholder Parent (or Stockholder’s its governing body, members, stockholders body or trusteesstockholders, as applicable) are necessary to authorize this Agreement, to comply with the terms of this Agreement or to consummate the transactions contemplated by this Agreement or to comply with the terms of this Agreement. Stockholder Parent has all requisite corporate, company, partnership or other corporate power and authority to execute and deliver this Agreement (and each Person person (used herein as defined in the Merger Agreement) executing this Agreement on behalf of Stockholder Parent has full power, authority and capacity to execute and deliver this Agreement on behalf of Stockholder Parent and to thereby bind StockholderParent), to consummate the transactions contemplated by this Agreement and to comply with the terms provisions of this Agreement. This Agreement has been duly executed and delivered by Stockholder Parent and, assuming due authorizationauthorization (in the case of each Stockholder that is not a natural person), execution and delivery by Parenteach Stockholder, constitutes a valid and binding obligation of StockholderParent, enforceable against Stockholder Parent in accordance with its terms, except as enforcement to the extent that enforceability may be limited by (i) applicable bankruptcy, insolvency, reorganization reorganization, moratorium, fraudulent conveyance or other similar Laws affecting laws now or hereafter in effect relating to creditors’ rights generally generally, and by (ii) general principles of equity.

Organization; Authority; Execution and Delivery; Enforceability. (i) Such Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, if applicable, (ii) the execution and delivery of this Agreement by such Stockholder, the consummation by such Stockholder of the transactions contemplated by this Agreement and the compliance by such Stockholder with the terms of this Agreement have been duly authorized by all necessary action on the part of such Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of such Stockholder (or such Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the terms of this Agreement. Such Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of such Stockholder has full power, authority and capacity to execute and deliver this Agreement on behalf of such Stockholder and to thereby bind such Stockholder), to consummate the transactions contemplated by this Agreement and to comply with the terms of this Agreement. This Agreement has been duly executed and delivered by such Stockholder and, assuming due authorization, execution and delivery by Parentthe other parties hereto, constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.

Organization; Authority; Execution and Delivery; Enforceability. (i) Such MHR Stockholder is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, if applicable, and (ii) the execution and delivery of this Agreement by such MHR Stockholder, and the consummation performance by such MHR Stockholder of the transactions contemplated by its obligations under this Agreement and the compliance by Stockholder with the terms of this Agreement Agreement, have been duly authorized by all necessary corporate or similar action on the part of Stockholder and its governing body, members, stockholders and trustees, as applicable, and (iii) no other proceedings on the part of Stockholder (or such MHR Stockholder’s governing body, members, stockholders or trustees, as applicable) are necessary to authorize this Agreement, to consummate the transactions contemplated by this Agreement or to comply with the terms of this Agreement. Such MHR Stockholder has all requisite corporate, company, partnership or other power and authority to execute and deliver this Agreement (and each Person executing this Agreement on behalf of such MHR Stockholder has full power, authority and capacity to execute and deliver this Agreement on behalf of such MHR Stockholder and to thereby bind such MHR Stockholder), to consummate the transactions contemplated by this Agreement ) and to comply with the terms of this Agreementperform its obligations hereunder. This Agreement has been duly executed and delivered by such MHR Stockholder and, assuming due authorization, execution and delivery by Parentthe other parties hereto, constitutes a valid and binding obligation of such MHR Stockholder, enforceable against such MHR Stockholder in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity.