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 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 by the Investor of this Agreement by the Company and each other Transaction Document to which it is a party and the consummation by the Company of the Acquisition and the other transactions contemplated hereby and thereby by the Investor have been duly and validly authorized by all necessary corporate action on the part of the Company Investor and no other corporate proceedings proceeding on the part of the Company are Investor is necessary to authorize the execution, delivery and performance of this Agreement or any other Transaction Document to which the Investor is a party or the consummation of any of the Acquisition or the other transactions contemplated herebyhereby or thereby. This Agreement has been duly executed and delivered by the Company Investor and (assuming the due authorization, execution and delivery by KPMG and the Company) constitutes the legal, valid and binding obligation of the CompanyInvestor, and each other Transaction Document to which the Investor is a party will, upon due execution and delivery thereof (assuming the due authorization, execution and delivery thereof by the other parties thereto), constitute the legal, valid and binding obligation of the Investor, in each case enforceable against the Company Investor in accordance with its terms, except as to the extent such enforceability may be limited by the effect of any applicable bankruptcy, reorganization, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally, generally and except as the availability of equitable remedies may be limited by the application of general principles of equity or public policy (regardless of whether such equitable principles are applied enforceability is considered in a proceeding in equity or at law or in equitylaw).