Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. The Company has ------------------------------------------ all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Acquisition and the other transactions contemplated hereby to be consummated by the Company. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Acquisition and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authorization, Validity and Enforceability. The Company Purchaser ------------------------------------------ has ------------------------------------------ all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Acquisition and the other transactions contemplated hereby to be consummated by the CompanyPurchaser. The execution, delivery and performance of this Agreement by the Company Purchaser and the consummation by the Company Purchaser of the Acquisition and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of the Company Purchaser and no other corporate proceedings on the part of or the Company Purchaser are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of the Acquisition or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company Purchaser and constitutes the legal, valid and binding obligation of each of the CompanyPurchaser, enforceable against the Company Purchaser in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authorization, Validity and Enforceability. The Company Each of the Sellers has ------------------------------------------ all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Acquisition and the other transactions contemplated hereby to be consummated by hereby, including, without limitation, the Companysale of the Shares hereunder. The execution, delivery and performance of this Agreement by the Company Sellers and the consummation by the Company of the Acquisition and the other transactions contemplated hereby by the Sellers have been duly and validly authorized by all necessary corporate action on the part of the Company Sellers and no other corporate proceedings on the part of any of the Company Sellers (including any proceedings of stockholders of the Sellers) are necessary to authorize the execution, delivery and performance of this Agreement or the consummation of any of the Acquisition or the other transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Company Sellers and constitutes the legal, valid and binding obligation of each of the CompanySellers, enforceable against each of the Company Sellers in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium insolvency or other similar laws affecting the enforcement of creditors' rights generally, generally and except as the availability of equitable remedies rights to specific enforcement may be limited by the application of general equitable principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).