Authorization. Each party hereby represents and warrants to the other that: # it has the requisite power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby; # this Agreement has been duly authorized, executed and delivered by such party, constitutes legal, valid and binding obligation of such party and is enforceable against such party in accordance with its terms; and # the execution of this Agreement by such party, and the performance by such party of its obligations and duties hereunder, do not and will not violate any agreement to which such party is a party or by which it is otherwise bound.

Authorization. Howmet has the power and authority, corporate or otherwise, to execute, deliver and carry out the provisions of this Amendment, or to become a party to this Amendment in accordance with the terms hereof and to perform its obligations hereunder and under the Credit Agreement as modified hereby, and all such action has been duly and validly authorized by all necessary proceedings, corporate or otherwise, on its part.

Authorization. The ​ has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Related Agreements. The execution and delivery by the ​ of this Agreement and the Related Agreements and the consummation by the ​ of the transactions contemplated by, and the performance by the ​ of its obligations under, this Agreement and the Related Agreements have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the [[Organization A:Organization]] and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

Authorization. Purchaser is a corporation duly organized and validly existing and with active status under the laws of the State of Delaware with all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Purchaser and constitutes the legal, valid, and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, moratorium, and similar laws affecting creditors' rights and general equity principles.

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 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.

Material Breach. Unum has the right to terminate this Agreement upon written notice to SGI if SGI materially breaches its obligations under this Agreement and, after receiving written notice from Unum identifying such material breach by SGI in reasonable detail, fails to cure such material breach within ninety (90) days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon SGI’s failure to pay any amounts due Unum hereunder). SGI has the right to terminate this Agreement upon written notice to Unum if Unum materially breaches its obligations under this Agreement and, after receiving written notice from SGI identifying such material breach by Unum in reasonable detail, fails to cure such material breach within ​ days from the date of such notice (or within ​ days from the date of such notice in the event such material breach is solely based upon Unum’s failure to pay any amounts due SGI hereunder).

Disputed Breach. If the alleged breaching Party disputes in good faith the existence or materiality of a breach specified in a notice provided by the other Party in accordance with Section 16.3(a)(i), and such alleged breaching Party provides the other Party notice of such dispute within such ​ day or ​ day period, as applicable, then the non-breaching Party will not have the right to terminate this Agreement under Section 16.3(a)(i) unless and until an arbitrator, in accordance with Article 17, has determined that the alleged breaching Party has materially breached this Agreement and that such Party fails to cure such breach within ​ days following such arbitrator’s decision (except to the extent such breach involves the failure to make a payment when due, which breach must be cured within ​ days following such arbitrator’s decision). The arbitrator’s decision will include a description of what is required to cure such breach. It is understood and agreed that during the pendency of such dispute, all of the terms and conditions of this Agreement will remain in effect.