Authorization. All corporate action on the part of AVANT necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AVANT.

Authorization. All corporate action on the part of AI-NOVA necessary for the authorization, execution and delivery of this Agreement and for the performance of all of its obligations hereunder and thereunder has been taken, and this Agreement when fully executed and delivered, shall each constitute a valid, legally binding and enforceable obligation of AI-NOVA .

Authorization. This Agreement constitutes such Investor's valid and legally binding obligation, enforceable in accordance with its terms, except # as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally, and # as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

Authorization. The execution and delivery of this Agreement and the performance by it of the transactions contemplated hereby have been duly authorized by all necessary corporate action, and do not violate # such Party’s charter documents, bylaws, or other organizational documents, # in any material respect, any agreement, instrument, or contractual obligation to which such Party is bound, # any requirement of any Applicable Law, or # any order, writ, judgment, injunction, decree, determination, or award of any court or governmental agency presently in effect applicable to such Party.

Authorization. The sole member of each Borrower has duly authorized the execution and delivery of each of the Loan Documents and the performance of their respective terms. No other consent of any other Person, except for the Bank, is required as a prerequisite to the validity and enforceability of the Loan Documents. The sole and only member of each Borrower is Empire Petroleum Corporation, a Delaware corporation.

Authorization. Each party to this Amendment hereby represents and warrants to the other parties that the execution, delivery and performance of this Amendment has been duly authorized by each such party, that this Amendment constitutes a valid and binding obligation of such party, and the performance of its terms will not constitute a violation of any limited partnership agreement, operating agreement, bylaws, or any agreement or instrument to which such party is a party.

Authorization. Subject to the terms and conditions of this Agreement, the Company hereby appoints HFG to act on a best efforts basis as its consultant during the Authorization Period (as hereinafter defined, in Section 3, below). HFG hereby accepts such appoint, with it being expressly acknowledged that HFG is acting in the capacity of independent contractor and not as agent of the Company.

Authorization. The execution, delivery and performance of this Agreement, the other Loan Documents and the [[Organization C:Organization]] Guarantee to which the [[Organization A:Organization]] or [[Organization C:Organization]] is or is to become a party and the transactions contemplated hereby and thereby # are within the corporate authority of the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, # have been duly authorized by all necessary corporate proceedings, # do not conflict with or result in any breach or contravention of any provision of any law, statute, rule or regulation to which the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be is subject or any material judgment, order, writ, injunction, license or permit applicable to the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be, except where any such conflict, breach, or contravention would not have a material adverse effect on the business, properties or financial condition of the [[Organization A:Organization]] and [[Organization C:Organization]] and their Subsidiaries, taken as a whole, a material adverse effect on the ability of the [[Organization A:Organization]] to perform its obligations under the Loan Documents and [[Organization C:Organization]] to perform its obligations under the [[Organization C:Organization]] Guarantee or a material adverse effect on the validity or enforceability of the Loan Documents or the [[Organization C:Organization]] Guarantee, and # do not conflict with any provision of the corporate charter, as amended, or bylaws, as amended, of, or any material agreement or other material instrument binding upon, the [[Organization A:Organization]] or [[Organization C:Organization]], as the case may be. This Agreement, each other Loan Document to which the [[Organization A:Organization]] is a party and the [[Organization C:Organization]] Guarantee have been duly executed and delivered by the [[Organization A:Organization]]. The [[Organization C:Organization]] Guarantee has been duly executed and delivered by [[Organization C:Organization]].

Authorization. By its signature, each Person executing this Intercreditor Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Intercreditor Agreement.

Agreement Not in Contravention. Neither the execution and delivery of this Agreement, nor the consummation of the transactions provided for herein will # result in the material breach of or constitute a material default or give rise to any right of termination, cancellation or acceleration under any of the terms, conditions, or provisions of any lease, license, promissory note, contract, agreement, mortgage, deed of trust or other instrument or document to which each of the parties is a party, or # violate any order, writ, injunction, decree, law, statute, rule or regulation applicable to any of the parties.