Common use of Existence; Authority; Enforceability Clause in Contracts

Existence; Authority; Enforceability. The Company has the necessary power and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Company is duly organized, incorporated and validly existing as a corporation incorporated under the laws of the State of Delaware, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by the Company and, assuming due authorization, execution and delivery by the other parties thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Existence; Authority; Enforceability. The Company has Each of the necessary power Company, Holdings and authority to enter into and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. The Company IDC is a corporation duly organized, incorporated organized and validly existing as a corporation incorporated under the laws of the State of Delaware, Delaware and has the necessary corporate power and authority to enter into this Agreement and to carry out its obligations hereunder. The execution of this Agreement, and the consummation of the transactions contemplated hereinhereby, have been authorized by all necessary corporate or other actionaction of each of the Company, Holdings and IDC, and no other act or proceeding on its part corporate action of each of the Company, Holdings and IDC is necessary to authorize the execution of this Agreement or and the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by each of the Company andCompany, assuming due authorization, execution Holdings and delivery by the other parties thereto, IDC and constitutes its legal, valid and binding obligation, enforceable against it each of the Company, Holdings and IDC in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

Existence; Authority; Enforceability. The Company If it is an entity, such Management Stockholder or Management Transferee has the necessary power and authority to enter into this Agreement and deliver this Agreement, to carry out its obligations hereunder and to consummate the transactions contemplated herebyhereunder. The Company If it is an entity, such Management Stockholder or Management Transferee is duly organized, incorporated organized and validly existing as a corporation incorporated under the laws of the State its jurisdiction of Delawareorganization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary corporate or other action, and no other act or proceeding proceeding, corporate or otherwise, on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby. This Agreement has been duly executed by the Company and, assuming due authorization, execution such Management Stockholder or such Management Transferee and delivery by the other parties thereto, constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.