Common use of Organization, Authorization and Validity Clause in Contracts

Organization, Authorization and Validity. (a) Seller is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware. Seller has, or on the Closing Date will have, as applicable, all requisite limited liability company power and authority to enter into this Agreement and each Ancillary Agreement to which Seller is or will become a party and, subject to the obtaining and making (as applicable) of all Consents set forth in Section 5.4 of the Seller Disclosure Letter and assuming compliance with the HSR Act, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which Seller is or will become a party, and the performance of Seller’s obligations hereunder and thereunder has been, or on the Closing Date will be, duly authorized by the manager and member of Seller, and no other limited liability company actions or proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. This Agreement has been, and each Ancillary Agreement to which Seller is or will become a party has been, or on the Closing Date will be, duly executed by Seller, and constitute, or will constitute, when executed and delivered, Seller’s valid and binding obligations, enforceable against Seller in accordance with their respective terms, except as may be limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. (b) Each of AWS and EPA is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of its organization. Each of AWS and EPA has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted. Each of AWS and EPA is duly qualified to do business and is in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPA. (c) Each AWS Subsidiary is duly incorporated, validly existing and in good standing under the laws of the state of its organization. Each AWS Subsidiary has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiary.

Organization, Authorization and Validity. (a) Seller The Company is a limited liability company, corporation duly organized, validly existing and in good standing under the laws of the State of DelawareDelaware and has the corporate power to own its property and to carry on its business as now being conducted. Seller has, or on the Closing Date will haveThe Company is duly qualified and/or licensed, as applicablemay be required, and in good standing in each of the jurisdictions in which the nature of the business conducted by it or the character of the property owned, leased or used by it makes such qualification and/or licensing necessary, except in such jurisdictions where the failure to be so qualified and/or licensed would not individually or in the aggregate reasonably be expected to have a Company Material Adverse Effect. The Company has the requisite corporate power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. Subject only to the approval of this Agreement and the transactions contemplated hereby by the stockholders of the Company as required by the DGCL, the consummation by the Company of the transactions contemplated hereby has been duly authorized by all requisite corporate action of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Sub and Grey Wolf Holdings, constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, valid and legally binding obligations of the Company, enforceable against the Company in accordance with their respective terms. (b) Lime Rock Partners II, L.P. ("Lime Rock") is an exempted limited liability company partnership duly formed, validly existing and in good standing under the laws of the Cayman Islands, and has all requisite power and authority to carry on its business and to own its properties (including the Company Securities owned by it). Lime Rock has full power and authority to enter into this Agreement and each Ancillary Agreement to which Seller consummate the transactions contemplated hereby. Lime Rock Partners XX XX, L.P. ("LRP GP") is or will become a party andthe sole general partner of Lime Rock. LRP GP is an exempted limited partnership duly formed, subject to validly existing and in good standing under the obtaining and making (as applicable) of all Consents set forth in Section 5.4 laws of the Seller Disclosure Letter and assuming compliance with the HSR Act, to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and each Ancillary Agreement to which Seller is or will become a partyCayman Islands, and has all requisite power and authority to carry on its business and to own its properties (including its general partnership interests in Lime Rock). LRP XX XX, Inc. ("LRP") is the performance sole general partner of Seller’s obligations hereunder and thereunder has been, or on the Closing Date will be, duly authorized by the manager and member of Seller, and no other limited liability LRP GP. LRP is an exempted company actions or proceedings on the part of Seller are necessary to authorize such execution, delivery and performance. This Agreement has been, and each Ancillary Agreement to which Seller is or will become a party has been, or on the Closing Date will be, duly executed by Seller, and constitute, or will constitute, when executed and delivered, Seller’s valid and binding obligations, enforceable against Seller in accordance with their respective terms, except as may be limited by bankruptcy or other laws affecting creditors’ rights and by equitable principles. (b) Each of AWS and EPA is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of its organization. Each of AWS Cayman Islands and EPA has all requisite limited liability company corporate power and authority to serve as general partner of LRP GP and to own its properties and assets and to conduct (including its business as now conducted. Each of AWS and EPA is duly qualified to do business and is general partnership interests in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPA.LRP GP); (c) Each AWS Subsidiary The Trust is a trust duly incorporatedformed, validly existing and in good standing under the laws of the state State of its organization. Each AWS Subsidiary Wyoming and has all requisite corporate power and authority to carry on its business and to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreignincluding the Company Securities). (d) in which the character The consummation by Lime Rock of the properties owned or leased transactions contemplated hereby has been duly authorized by it or all requisite action of Lime Rock. This Agreement has been duly executed and delivered by Lime Rock and, assuming the nature due authorization, execution and delivery by Parent, Sub and Grey Wolf Holdings constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, valid and legally binding obligations of Lime Rock, enforceable against Lime Rock in accordance with their respective terms. (e) The Trust has the requisite power and authority to execute and deliver this Agreement and all agreements and documents contemplated hereby. This Agreement has been duly executed and delivered by the Trust and, assuming the due authorization, execution and delivery by Parent, Sub and Grey Wolf Holdings constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, valid and legally binding obligations of the businesses conducted Trust, enforceable against the Trust in accordance with its terms. (f) The Designated Stockholders who are individuals that are executing this Agreement have full power and authority to enter into this Agreement and all agreements and documents contemplated hereby. This Agreement has been duly executed and delivered by it makes the individual Designated Stockholders, and, assuming the due authorization, execution and delivery by Parent, Sub and Grey Wolf Holdings constitutes, and all agreements and documents contemplated hereby (when executed and delivered pursuant hereto) will constitute, valid and legally binding obligations of such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiaryindividuals, enforceable against them in accordance with their respective terms.

Organization, Authorization and Validity. (a) Seller Purchaser is a limited liability company, corporation organized under the laws of the State of Delaware. Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delawareand has full power and authority to carry on its business as presently conducted. Seller has, or on the Closing Date will have, as applicable, all requisite limited liability company Purchaser has full corporate power and authority to enter into this Agreement and each Ancillary Agreement the other documents and instruments to which Seller is or will become a party and, subject be executed and delivered by it pursuant hereto and to the obtaining and making (as applicable) of all Consents set forth in Section 5.4 of the Seller Disclosure Letter and assuming compliance with the HSR Act, to perform carry out its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by Purchaser of this Agreement and each Ancillary Agreement the other documents and instruments to which Seller is or will become a partybe executed and delivered by Purchaser pursuant hereto, and the performance consummation by Purchaser of Seller’s obligations hereunder the transactions contemplated hereby and thereunder has beenthereby, or on the Closing Date will be, have been duly authorized by the manager and member of Seller, all necessary corporate action and no other limited liability company actions corporate act or proceedings proceeding on the part of Seller are Purchaser is necessary to authorize such executionthe execution and delivery by Purchaser of this Agreement or the other documents or instruments to be executed and delivered by Purchaser pursuant hereto, delivery and performanceor the consummation by Purchaser of the transactions contemplated hereby or thereby. This Agreement has been, and each Ancillary Agreement the other documents and instruments to which Seller is or will become a party has been, or on the Closing Date will be, duly executed by Seller, and constitute, or will constitute, when be executed and delivereddelivered by Purchaser pursuant hereto have been duly and validly executed and delivered by Purchaser and, Seller’s assuming this Agreement and the other documents and instruments to be executed and delivered by Purchasers pursuant hereto are the valid and binding obligationsobligations of such other Persons a party hereto or thereto, constitutes a valid and binding obligation of Purchaser enforceable against Seller Purchaser in accordance with their respective its terms, except as that (i) such enforcement may be limited by bankruptcy subject to applicable bankruptcy, insolvency or other laws similar laws, now or hereafter in effect, affecting creditors’ ' rights generally, and by (ii) the remedy of specific performance and injunctive and other forms of equitable principles. (b) Each of AWS relief may be subject to equitable defenses and EPA is a limited liability company, duly organized, validly existing and in good standing under to the laws discretion of the state of its organization. Each of AWS and EPA has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted. Each of AWS and EPA is duly qualified to do business and is in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in court before which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPAany proceeding therefor may be brought. (c) Each AWS Subsidiary is duly incorporated, validly existing and in good standing under the laws of the state of its organization. Each AWS Subsidiary has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiary.

Organization, Authorization and Validity. (a) Seller The Stockholder is a limited liability company, company duly organized, validly existing and in good standing under the laws Laws of the State of Delaware. Seller has, or on the Closing Date will have, The Stockholder is duly qualified as applicable, all requisite a foreign limited liability company to do business and is in good standing (to the extent applicable) in each jurisdiction where the character of the properties owned, leased or operated by it or the nature of its business makes such qualification necessary, except where the failure to be so qualified and in good standing would not reasonably be expected to have a Material Adverse Effect. The Stockholder has the power and authority necessary to enter into this Agreement execute and each Ancillary Agreement deliver the Acquisition Documents to which Seller it is or will become a party and, subject to the obtaining and making (as applicable) of all Consents set forth in Section 5.4 of the Seller Disclosure Letter and assuming compliance with the HSR Actparty, to perform its obligations hereunder under such Acquisition Documents and thereunderto consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Agreement the Acquisition Documents to which Seller the Stockholder is or will become a party, party by it and the performance consummation of Seller’s obligations hereunder the Transactions by it have been duly and thereunder has been, or validly authorized by all necessary action on the Closing Date will be, duly authorized by part of the manager and member of SellerStockholder, and no other limited liability company actions or proceedings on the part of Seller the Stockholder are necessary to authorize such its execution, delivery and performance. This Agreement has beendelivery, and each Ancillary Agreement performance of the Acquisition Documents to which Seller it is or will become a party has been, or on consummation of the Closing Date Transactions. The Acquisition Documents to which the Stockholder is a party have been or will be, as the case may be, duly and validly executed and delivered by Sellerthe Stockholder and, assuming the due authorization, execution and constitutedelivery by Purchaser and each other party thereto, constitute or will constituteconstitute a legal, when executed and delivered, Seller’s valid and binding obligationsobligation of the Stockholder, enforceable against Seller it in accordance with their respective terms, except as may be limited by bankruptcy bankruptcy, insolvency, or other laws similar Laws affecting creditors’ rights and generally or by general equitable principles. (b) Each of AWS and EPA is a limited liability company, duly organized, validly existing and in good standing under the laws of the state of its organization. Each of AWS and EPA has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted. Each of AWS and EPA is duly qualified to do business and is in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPA. (c) Each AWS Subsidiary is duly incorporated, validly existing and in good standing under the laws of the state of its organization. Each AWS Subsidiary has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiary.

Organization, Authorization and Validity. (a) Seller is a limited liability company, duly organized, validly existing and in good standing corporation organized under the laws of the State of Delaware. Seller hasis duly organized, or validly existing and in good standing and has full power and authority to carry on the Closing Date will have, its business as applicable, all requisite limited liability company presently conducted. Seller has full corporate power and authority to enter into this Agreement and each Ancillary Agreement the other documents and instruments to which Seller is or will become a party and, subject be executed and delivered by it pursuant hereto and to the obtaining and making (as applicable) of all Consents set forth in Section 5.4 of the Seller Disclosure Letter and assuming compliance with the HSR Act, to perform carry out its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by Seller of this Agreement and each Ancillary Agreement the other documents and instruments to which be executed and delivered by Seller is or will become a partypursuant hereto, and the performance consummation by Seller of Seller’s obligations hereunder the transactions contemplated hereby and thereunder has beenthereby, or on the Closing Date will be, have been duly authorized by the manager and member of Seller, all necessary corporate action and no other limited liability company actions corporate act or proceedings proceeding on the part of Seller are is necessary to authorize such executionthe execution and delivery by Seller of this Agreement or the other documents or instruments to be executed and delivered by Seller pursuant hereto, delivery and performanceor the consummation by Seller of the transactions contemplated hereby or thereby. This Agreement has been, and each Ancillary Agreement the other documents and instruments to which Seller is or will become a party has been, or on the Closing Date will be, duly executed by Seller, and constitute, or will constitute, when be executed and delivereddelivered by Seller pursuant hereto have been duly and validly executed and delivered by Seller and, Seller’s assuming this Agreement and the other documents and instruments to be executed and delivered by Seller pursuant hereto are the valid and binding obligationsobligations of such other Persons party hereto or thereto, constitutes a valid and binding obligation of Seller enforceable against Seller in accordance with their respective its terms, except as that (a) such enforcement may be limited by bankruptcy subject to applicable bankruptcy, insolvency or other laws similar laws, now or hereafter in effect, affecting creditors’ ' rights generally, and by equitable principles. (b) Each the remedy of AWS specific performance and EPA is a limited liability company, duly organized, validly existing injunctive and in good standing under other forms of equitable relief may be subject to equitable defenses and to the laws discretion of the state of its organization. Each of AWS and EPA has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted. Each of AWS and EPA is duly qualified to do business and is in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in court before which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPAany proceeding therefor may be brought. (c) Each AWS Subsidiary is duly incorporated, validly existing and in good standing under the laws of the state of its organization. Each AWS Subsidiary has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiary.

Organization, Authorization and Validity. (a) Seller Purchaser is a limited liability company, corporation organized under the laws of the State of Delaware. Purchaser is duly organized, validly existing and in good standing under the laws of the State of Delawareand has full power and authority to carry on its business as presently conducted. Seller has, or on the Closing Date will have, as applicable, all requisite limited liability company Purchaser has full corporate power and authority to enter into this Agreement nd the other documents and each Ancillary Agreement instruments to which Seller is or will become a party and, subject be executed and delivered by it pursuant hereto and to the obtaining and making (as applicable) of all Consents set forth in Section 5.4 of the Seller Disclosure Letter and assuming compliance with the HSR Act, to perform carry out its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by Purchaser of this Agreement and each Ancillary Agreement the other documents and instruments to which Seller is or will become a partybe executed and delivered by Purchaser pursuant hereto, and the performance consummation by Purchaser of Seller’s obligations hereunder the transactions contemplated hereby and thereunder has beenthereby, or on the Closing Date will be, have been duly authorized by the manager and member of Seller, all necessary corporate action and no other limited liability company actions corporate act or proceedings proceeding on the part of Seller are Purchaser is necessary to authorize such executionthe execution and delivery by Purchaser of this Agreement or the other documents or instruments to be executed and delivered by Purchaser pursuant hereto, delivery and performanceor the consummation by Purchaser of the transactions contemplated hereby or thereby. This Agreement has been, and each Ancillary Agreement the other documents and instruments to which Seller is or will become a party has been, or on the Closing Date will be, duly executed by Seller, and constitute, or will constitute, when be executed and delivereddelivered by Purchaser pursuant hereto have been duly and validly executed and delivered by Purchaser and, Seller’s assuming this Agreement and the other documents and instruments to be executed and delivered by Purchasers pursuant hereto are the valid and binding obligationsobligations of such other Persons a party hereto or thereto, constitutes a valid and binding obligation of Purchaser enforceable against Seller Purchaser in accordance with their respective its terms, except as that (a) such enforcement may be limited by bankruptcy subject to applicable bankruptcy, insolvency or other laws similar laws, now or hereafter in effect, affecting creditors’ ' rights generally, and by equitable principles. (b) Each the remedy of AWS specific performance and EPA is a limited liability company, duly organized, validly existing injunctive and in good standing under other forms of equitable relief may be subject to equitable defenses and to the laws discretion of the state of its organization. Each of AWS and EPA has all requisite limited liability company power and authority to own its properties and assets and to conduct its business as now conducted. Each of AWS and EPA is duly qualified to do business and is in good standing as a limited liability company in every jurisdiction (U.S. and foreign) in court before which the character of the properties owned or leased by it or the nature of the business conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the certificate of formation (or similar organizational document) and limited liability company agreement of each of AWS and EPAany proceeding therefor may be brought. (c) Each AWS Subsidiary is duly incorporated, validly existing and in good standing under the laws of the state of its organization. Each AWS Subsidiary has all requisite corporate power and authority to own its properties and assets and to conduct its businesses as now conducted. Each AWS Subsidiary is duly qualified to do business and is in good standing as a corporation in every jurisdiction (U.S. and foreign) in which the character of the properties owned or leased by it or the nature of the businesses conducted by it makes such qualification necessary. Seller has made available to Purchaser a correct and complete copy of the articles of incorporation and by-laws of each AWS Subsidiary.