The execution, delivery and performance by Westmoreland of this Agreement have been duly authorized by all necessary partnership, limited liability company or corporate action as applicable, and do not and will not: (i) require any consent or approval of the Westmoreland’s board of directors, partners or shareholders as applicable, other than that which has been obtained (evidence of which shall be, if it has not heretofore been, delivered to DNCP), (ii) violate any provisions of Westmoreland’s corporate bylaws or other organic documents, any indenture, contract or agreement to which it is a party or by which it or its properties may be bound, or any law, rule, regulation, order, writ, judgment, injunction, decree, determination, or award presently in effect having applicability to Westmoreland, or (iii) result in a breach or constitute a default under Westmoreland’s corporate bylaws, other organic documents or other material indentures, contracts, or agreements, and Westmoreland is not in default under its corporate bylaws or other organic documents or other material indentures, contracts, or agreements to which it is a party or by which it or its property may be bound.