Common use of Validity and Enforceability Clause in Contracts

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and represents the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated hereby.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, and remedies generally. No further action on by laws related to the part availability of the Company is specific performance, injunctive relief or will be required in connection with the transactions contemplated herebyother equitable remedies.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed is, and delivered by each of ------------ --------------------------- the other agreements and instruments of the Company and represents contemplated hereby will be the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance except as the enforcement thereof may be limited by bankruptcy and other similar laws and principles of equity affecting general application relating to creditors’ ' rights and remedies generally. No further action on the part or general principals of the Company is or will be required in connection with the transactions contemplated herebyequity.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, by general equitable principles and remedies generally. No further action on by laws related to the part availability of the Company is specific performance, injunctive relief or will be required in connection with the transactions contemplated herebyother equitable remedies.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company Company, and represents assuming the legaldue execution and delivery of this Agreement by the Buyer, constitutes valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated hereby.moratorium and

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby shall be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies generally. No further action on (collectively, the part of the Company is or will be required in connection with the transactions contemplated hereby“Remedies Exceptions”).

Validity and Enforceability. The Company has the capacity to executeexecution, deliver delivery and perform its obligations under this Agreement. This Agreement has been duly executed and delivered performance by the Company of this Agreement have been duly authorized by all necessary corporate action and represents the that this Agreement is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as the enforcement thereof may be subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other moratorium or similar laws and principles of equity law affecting creditors’ rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated hereby.;

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies generally. No further action on (collectively, the part of the Company is or will be required in connection with the transactions contemplated hereby“Remedies Exceptions”).

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company and represents the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ ' rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated hereby.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance insolvency and other similar laws and principles of equity Laws affecting creditors’ the rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated herebycreditors and to general equitable principles.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has and all other instruments or documents executed by the Company in connection herewith have been duly executed and delivered by the Company Company, and represents the constitute legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other moratorium or similar laws affecting the enforcement of creditors' rights generally and general principles of equity affecting creditors’ rights and remedies generally. No further (whether considered in an action on the part of the Company is at law or will be required in connection with the transactions contemplated herebyequity).

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by the Company Company. This Agreement is, and represents each of the legalTransaction Documents shall be, when executed and delivered by the Company, the valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, and by laws related to the availability of specific performance, injunctive relief or other equitable remedies generally. No further action on (the part of the Company is or will be required in connection with the transactions contemplated hereby“Remedies Exception”).

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly authorized, executed and delivered by the Company and represents the legal, constitutes a valid and legally binding obligation of the Company, Company enforceable against the Company in accordance with its terms, the terms thereof (subject to applicable bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, liquidation, fraudulent conveyance reorganization or similar Laws affecting the rights of creditors generally and other similar laws and principles the availability of equity affecting creditors’ rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated herebyequitable remedies).

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles affecting enforcement of equity affecting creditors’ rights and remedies generally. No further action on , and by laws related to the part availability of the Company is specific performance, injunctive relief or will be required in connection with the transactions contemplated herebyother equitable remedies.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, instruments and documents of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance and other similar laws and principles of equity affecting creditors’ rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated hereby.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly is, and each of the other agreements, documents and instruments contemplated hereby to which the Company is a party shall be when executed and delivered by the Company and represents Company, the legal, valid and binding obligation obligations of the Company, Company enforceable against the Company in accordance with its terms, subject to except as limited by applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance moratorium and other similar laws and principles of equity general application affecting enforcement of creditors’ rights generally, and remedies generally. No further action on by laws related to the part availability of the Company is specific performance, injunctive relief or will be required in connection with the transactions contemplated herebyother equitable remedies.

Validity and Enforceability. The Company has the capacity to execute, deliver and perform its obligations under this Agreement. This Agreement has been duly constitutes, and each other agreement, instrument and document of the Company contemplated hereby will be when executed and delivered by the Company and represents Company, the legal, valid and legally binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject subject, however, to applicable bankruptcy, insolvency, reorganization, moratorium, liquidation, fraudulent conveyance insolvency and other similar laws and principles of equity affecting creditors’ the rights and remedies generally. No further action on the part of the Company is or will be required in connection with the transactions contemplated herebycreditors generally and to general equitable principles.