Common use of Authorization, Validity and Effect of Agreements Clause in Contracts

Authorization, Validity and Effect of Agreements. AIP has the requisite power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and all other documents, agreements and instruments related to the transactions contemplated by this Agreement to which it is a party (the "AIP Ancillary Agreements"). Subject only to the approval of the issuance of AIP Common Shares pursuant to the Merger contemplated hereby by the holders of two-thirds of the outstanding AIP Common Shares, present and voting thereon, the consummation by AIP of this Agreement, the AIP Ancillary Agreements and the transactions contemplated hereby have been duly authorized by all requisite action on the part of AIP. This Agreement constitutes, and the AIP Ancillary Agreements (when executed and delivered pursuant hereto for value received) will constitute, the valid and legally binding obligations of AIP enforceable against AIP in accordance with their respective terms, subject to Equitable Remedies.

Authorization, Validity and Effect of Agreements. AIP Each of AVANT and Acquisition Sub has the requisite power and authority to enter into the transactions contemplated hereby and to execute and deliver this Agreement and the Ancillary Agreements to which they are parties. The Boards of Directors of AVANT and Acquisition Sub have unanimously approved this Agreement and the Ancillary Agreements and all other documents, agreements and instruments related to the transactions contemplated hereby and thereby. The execution by AVANT and Acquisition Sub of this Agreement to which it is a party (and the "AIP Ancillary Agreements"). Subject only to the approval of the issuance of AIP Common Shares pursuant to the Merger contemplated hereby by the holders of two-thirds of the outstanding AIP Common Shares, present and voting thereon, the consummation by AIP of this Agreement, the AIP Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of AIPAVANT and Acquisition Sub, respectively. This Agreement constitutes, and the AIP Ancillary Agreements to which they have or will become parties (when executed and delivered pursuant hereto for value receivedhereto) will constitute, the valid and legally binding obligations of AIP AVANT and Acquisition Sub enforceable against AIP each such entity in accordance with their respective terms, subject to Equitable Remedies.