Common use of Corporate Power; Enforceability Clause in Contracts

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of LKQ, Parent and Acquisition Sub, and no additional corporate proceedings on the part of LKQ, Parent or Acquisition Sub are necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this AgreementAgreement and the CVR Agreement (if applicable), to perform their respective covenants and obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this AgreementAgreement and the CVR Agreement (if applicable), the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of LKQ, Parent and Acquisition SubSub (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and delivery hereof), and no additional other corporate proceedings or other proceeding on the part of LKQ, Parent or Acquisition Sub are is necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this AgreementAgreement and the CVR Agreement (if applicable), the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated herebyhereby and thereby (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and delivery hereof). This Agreement and the CVR Agreement (if applicable) has been (or will be) duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Companyother party thereto, constitutes a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its terms, subject to the Enforceability LimitationsException.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this AgreementAgreement and all other agreements and documents contemplated hereby to which they are parties, to perform their respective covenants and obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this AgreementAgreement and all other agreements and documents contemplated hereby to which they are parties, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of LKQ, Parent and Acquisition Sub, and no additional corporate proceedings on the part of LKQ, Parent or Acquisition Sub are necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this AgreementAgreement and all other agreements and documents contemplated hereby to which they are parties, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated herebyhereby and thereby. This Agreement has and all other agreements and documents contemplated hereby to which they are parties have been duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a constitute legal, valid and binding obligation obligations of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its their terms, subject to the Enforceability Limitations.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement and the CVR Agreement, to perform their respective covenants and obligations hereunder and thereunder and to consummate the transactions contemplated herebyin this Agreement and the CVR Agreement. The execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement and the CVR Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby in this Agreement and the CVR Agreement have been duly and validly authorized by all necessary corporate action on the part of LKQ, Parent and Acquisition Sub, and no additional corporate proceedings on the part of LKQ, Parent or Acquisition Sub are necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement and the CVR Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated herebyin this Agreement and the CVR Agreement. This Agreement has and the CVR Agreement have been duly and validly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes this Agreement and the CVR Agreement constitute a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its their terms, subject to the Enforceability Limitations.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement, the Support Agreement, to perform their respective covenants and obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the Support Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and thereunder and, other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub, the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or other action on the part of LKQ, Parent and Acquisition Sub, and no additional other corporate proceedings or other proceeding on the part of LKQ, Parent or Acquisition Sub are is necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder or or, other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub, the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its terms, subject to the Enforceability LimitationsException.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective covenants and obligations hereunder and and, subject to either the adoption of this Agreement by Parent in accordance with Section 7.6 or the adoption of resolutions by the board of directors of Acquisition Sub in accordance with Section 8.3(f), to consummate the transactions contemplated hereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of LKQ, Parent and Acquisition Sub, and no additional other corporate proceedings or other proceeding on the part of LKQ, Parent or Acquisition Sub are is necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated herebyhereby other than either the adoption of this Agreement by Parent in accordance with Section 7.6 or the adoption of resolutions by the board of directors of Acquisition Sub in accordance with Section 8.3(f). This Agreement has been duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its terms, subject to the Enforceability LimitationsException.

Corporate Power; Enforceability. Each of LKQ, Parent and Acquisition Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform their respective covenants and obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder and the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate or other action on the part of LKQ, Parent and Acquisition SubSub (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and delivery hereof), and no additional other corporate proceedings or other proceeding on the part of LKQ, Parent or Acquisition Sub are is necessary to authorize the execution and delivery by LKQ, Parent and Acquisition Sub of this Agreement, the performance by LKQ, Parent and Acquisition Sub of their respective covenants and obligations hereunder or the consummation by LKQ, Parent and Acquisition Sub of the transactions contemplated herebyhereby (other than the adoption of this Agreement by Parent as sole stockholder of Acquisition Sub which shall occur immediately after the execution and delivery hereof). This Agreement has been duly executed and delivered by each of LKQ, Parent and Acquisition Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of LKQ, Parent and Acquisition Sub, enforceable against each in accordance with its terms, subject to the Enforceability Limitations.Exception. 5.3