Common use of Capacity and Validity Clause in Contracts

Capacity and Validity. Each of the Stockholders has the full power and authority necessary to enter into and perform its obligations under this Agreement and the Other Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company has the full corporate power, capacity and authority necessary to enter into and perform its obligations under this Agreement and the Other Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Other Agreements have been approved by all necessary action of (i) the Board of Directors and stockholders of the Company and (ii) the partners of each of the Stockholders, including the Board of Directors of each corporate partner. This Agreement has been, and the Other Agreements to which the Company or any of the Stockholders are parties will be when executed and delivered, duly executed and delivered by duly authorized officers of the Company and duly authorized partners or agents of each Stockholder, including duly authorized officers of corporate partners, and the Agreement and each of the Other Agreements constitutes, or will constitute when executed and delivered, the legal, valid and binding obligation of the Company and each of the Stockholders, as the case may be, enforceable against the Company and each of the Stockholders, as the case may be, in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or affecting creditors' rights generally or general equitable principles (regardless of whether considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealing.

Capacity and Validity. The Shareholder is the owner of all right, title and interest (legal and beneficial) in and to that number of shares of common stock of Seller listed opposite the name of such Shareholder in Schedule 3.01. Each of the Stockholders Shareholder and Xx. Xxxxxx has the full power and authority capacity necessary to enter into and perform its her or his obligations under this Agreement and the Other Agreements to which it she or he is a party and to consummate the transactions contemplated hereby and thereby. The Company Seller has the full corporate power, capacity power and authority necessary to enter into and perform its obligations under this Agreement and the Other Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the such Other Agreements have been approved by all necessary action of (i) the Board of Directors and stockholders the shareholders of the Company and (ii) the partners of each of the Stockholders, including the Board of Directors of each corporate partnerSeller. This Agreement has been, and the Other Agreements to which the Company Shareholder, Xx. Xxxxxx or any of the Stockholders are parties will be when executed and delivered, Seller is a party have been duly executed and delivered by the Shareholder, Xx. Xxxxxx and by duly authorized officers of the Company and duly authorized partners or agents of each Stockholder, including duly authorized officers of corporate partnersSeller, and the Agreement and each of the Other Agreements such agreement constitutes, or when executed, will constitute when executed and deliveredconstitute, the a legal, valid and binding obligation of the Company Shareholder, Xx. Xxxxxx and each of the Stockholders, as the case may beSeller, enforceable against the Company Shareholder, Xx. Xxxxxx and each of the Stockholders, as the case may be, Seller in accordance with its their respective terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to or Laws affecting creditors' rights generally or general equitable principles (regardless of whether considered in a proceeding in equity or at law) or by an implied covenant of good faith and fair dealinggenerally.