Common use of Authority, Execution and Enforceability Clause in Contracts

Authority, Execution and Enforceability. (a) The Company (i) has full right, power and authority to execute and deliver this Agreement, and (ii) had or has full right, power and authority to execute and deliver the Recapitalization Agreement, the Amended and Restated Operating Agreement, the Members' Agreement, the Credit Agreement, the Indenture and the Senior Subordinated Notes Purchase Agreement (collectively, the "Transaction Documents") and to perform its respective obligations hereunder and thereunder; and all requisite action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents to which it is a party and the consummation of the transactions contemplated thereby have been duly and validly taken. (b) Each Transaction Document has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against it in accordance with its terms, except to the extent that (i) such enforceability may be subject to (A) bankruptcy, insolvency, fraudulent, conveyance, reorganization, moratorium and other similar laws affecting creditors' rights generally and (B) general equitable principles (whether considered in a proceeding in equity or at law) and (ii) the validity or enforceability of rights to indemnification and contribution thereunder may be limited by Federal or state securities laws or regulations or the public policy underlying such laws or regulations.

Authority, Execution and Enforceability. (a) The Each of the Company (i) and each Seller has full right, the requisite limited liability company power and authority to execute and deliver enter into this Agreement, and (ii) had or has full right, power and authority to execute and deliver the Recapitalization Agreement, the Amended and Restated Operating Agreement, the Members' Agreement, the Credit Agreement, the Indenture Agreement and the Senior Subordinated Notes Purchase Agreement (collectively, the "Transaction Documents") and to perform its respective obligations hereunder and thereunder; and all requisite action required to be taken for the due and proper authorization, execution and delivery of each of the Transaction Documents other Ancillary Agreements to which it is or will be a party (the “Seller Transaction Documents”), consummate the Transaction and perform all of the terms and conditions thereof to be performed by the Company or such Seller (as applicable). The execution, delivery and performance by the Company and/or a Seller of each Seller Transaction Document and the consummation of the transactions contemplated thereby Transaction have been duly authorized by all requisite limited liability company action on the part of the Company and validly takeneach Seller under their respective Charter Documents. (b) Each Seller Transaction Document has been been, or will be when executed and delivered, duly authorized, and validly executed and delivered by the Company and constitutes a valid such Seller (as applicable) and legally binding agreement of the Companyis, or will be when executed and delivered, enforceable against it by the Company or such Seller in accordance with its termsthe terms thereof, except to the extent that (i) as such enforceability may be subject to limited or denied by (Ai) applicable bankruptcy, insolvency, fraudulent, conveyance, reorganization, moratorium and other or similar laws applicable Laws affecting creditors' ’ rights generally and the enforcement of debtors’ obligations generally, and (Bii) general equitable principles (of equity, regardless of whether considered in enforcement is pursuant to a proceeding in equity or at law) and law (ii) the validity or enforceability of rights to indemnification and contribution thereunder may be limited by Federal or state securities laws or regulations or the public policy underlying such laws or regulations“Enforceability Exceptions”).