Common use of Authorization, Validity and Enforceability Clause in Contracts

Authorization, Validity and Enforceability. The 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 Purchaser. The execution, delivery and performance of this Agreement by the Purchaser and the consummation by the 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 Purchaser and no other corporate proceedings on the part or the 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 Purchaser and constitutes the legal, valid and binding obligation of each of the Purchaser, enforceable against the 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 Purchaser Company has ------------------------------------------ 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 PurchaserCompany. The execution, delivery and performance of this Agreement by the Purchaser Company and the consummation by the Purchaser 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 Purchaser Company and no other corporate proceedings on the part or of the Purchaser 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 Purchaser Company and constitutes the legal, valid and binding obligation of each of the PurchaserCompany, enforceable against the Purchaser 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 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 Purchaser. The execution, delivery and performance by the Investor of this Agreement by the Purchaser and each other Transaction Document to which it is a party and the consummation by the Purchaser 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 Purchaser Investor and no other corporate proceedings proceeding on the part or of the Purchaser 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 Purchaser Investor and (assuming the due authorization, execution and delivery by KPMG and the Company) constitutes the legal, valid and binding obligation of the Investor, 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 PurchaserInvestor, in each case enforceable against the Purchaser 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).