Common use of Authorization and Validity of Agreement Clause in Contracts

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 2.4, 2.5, 2.6 and 2.4 2.7 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 2.4, 2.5, 2.6 and 2.4 2.7 duly authorized, validly issued, fully paid and non-assessable assuming, with respect to Sections 2.6 and 2.7, that such issuance and delivery is consistent with the terms and conditions of the Company Stock Options and the Convertible Debentures, respectively, and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has have all requisite corporate power and authority to enter into execute, deliver and perform their respective obligations under this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery of this Agreement by Parent and Merger Sub and the performance by Parent and Merger Sub of this Agreement their respective obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Board of Directors of each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all other necessary corporate action on the part of Parent and Merger Sub (including in and the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, Parent or a Subsidiary of Parent as the sole stockholder of Merger Sub), and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement and the transactions contemplated hereby and thereby. Parent or a Subsidiary of Parent, as sole stockholder of Merger Sub, will, immediately following the execution and delivery of this Agreement by each of the parties hereto, adopt this Agreement. This Agreement is has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due execution and delivery by the Company, shall constitute a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms terms, subject to (except insofar as enforceability may be limited by applicable i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, and (ii) general equitable principles (whether considered in a proceeding in equity or by principles governing the availability of equitable remediesat law). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of the Parent and Merger Sub Companies has all requisite full corporate power and authority to enter into execute and deliver this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement by each of the Parent Companies, and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby hereby, have been duly authorized and validly authorized unanimously approved by all necessary corporate action on the part Supervisory Board, the Board of Parent Management and the Priority Shareholder (Stichting Prioriteitsaandelen ASM Lithography Holding N.V.) of Parent, by the Boards of Directors of HoldCo and Merger Sub (including in the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, HoldCo as the sole stockholder of Merger Sub), and no other corporate action on the part of the Parent Companies is necessary to authorize the execution, delivery and performance of this Agreement by the Parent Companies and the consummation of the transactions contemplated hereby. Except as otherwise provided herein, no vote of the holders of any class or series of Parent's capital stock is necessary to approve this Agreement and the transactions contemplated hereby. This Agreement has been duly executed and delivered by each of the Parent Companies and is a legal, valid and binding obligation of each of the Parent and Merger SubCompanies, enforceable against each of the Parent Companies in accordance with its terms terms, except that (except insofar as enforceability a) such enforcement may be limited by applicable subject to any bankruptcy, insolvency, reorganization, moratorium moratorium, fraudulent transfer or similar laws affecting other Laws, now or hereafter in effect, relating to or limiting creditors' rights generally, or by principles governing generally and (b) the availability remedy of specific performance and injunctive and other forms of equitable remedies). The shares relief may be subject to equitable defenses and to the discretion of Class A Liberty Media Group Stock to the court before which any proceeding therefor may be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereofbrought.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The shares of Parent Common Stock and Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof. Notwithstanding the foregoing, Parent makes no representations or warranties in this Section 5.2 with respect to, or to the extent related to, the Pre-Merger Restructuring Transactions or the Post-Merger Restructuring Transactions.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each and, upon ------------- --------------------------------------- execution of Parent and the Agreement, Merger Sub has will, have all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and, upon execution of the Agreement, Merger Sub, and the consummation by each such party of the transactions contemplated hereby, have been or upon execution by Merger Sub, will be, duly authorized and unanimously approved by the Board of Directors of Parent and Merger Sub and no other corporate action on the part of either of Parent or Merger Sub is or will be necessary to authorize the execution, delivery and performance of this Agreement and the consummation by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly executed and validly authorized delivered by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval will be), and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of each of Parent and Merger Sub (or, in the case of Merger Sub, will be) enforceable against Parent and Merger Sub in accordance with its terms (terms, except insofar as to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws affecting the enforcement of creditors' rights generally, or generally and by principles governing the availability of general equitable remedies). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereofprinciples.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has all requisite corporate power and authority to enter into this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of Parent and Merger Sub, enforceable in accordance with its terms (except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors' rights generally, or by principles governing the availability of equitable remedies). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 2.4, duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereof.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each and, ------------ --------------------------------------- upon execution of Parent and the Agreement, Merger Sub has will, have all requisite necessary corporate power and authority to enter into execute and deliver this Agreement and each of Parent and Merger Sub has all requisite corporate power and authority Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Parent and, upon execution of the Agreement, Merger Sub, and the consummation by each such party of the transactions contemplated hereby, have been or upon execution by Merger Sub, will be, duly authorized and unanimously approved by the Board of Directors of Parent and Merger Sub and no other corporate action on the part of either of Parent or Merger Sub is or will be necessary to authorize the execution, delivery and performance of this Agreement and the consummation by each of Parent and Merger Sub and the consummation of the transactions contemplated hereby have hereby. This Agreement has been duly executed and validly authorized delivered by all necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval will be), and adoption of this Agreement and the Merger by Parent, as the sole stockholder of Merger Sub). This Agreement is a legal, valid and binding obligation of each of Parent and Merger Sub (or, in the case of Merger Sub, will be) enforceable against Parent and Merger Sub in accordance with its terms (terms, except insofar as to the extent that its enforceability may be limited by subject to applicable bankruptcy, insolvency, reorganization, moratorium or and similar laws affecting the enforcement of creditors' rights generally, or generally and by principles governing the availability of general equitable remedies). The shares of Class A Liberty Media Group Stock to be issued and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereofprinciples.

Authorization and Validity of Agreement. This Agreement has been duly executed and delivered by Parent and Merger Sub. Each of Parent and Merger Sub has all the requisite corporate power and authority to enter into this Agreement execute, deliver and each of Parent and Merger Sub has all requisite corporate power and authority to perform its obligations hereunder under this Agreement and to consummate the transactions contemplated hereby. The execution, execution and delivery and performance of this Agreement by Parent and Merger Sub and the performance by each of this Agreement them of its obligations hereunder and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby have been duly and validly authorized by the Board of Directors of Parent and Merger Sub and all other necessary corporate action on the part of Parent and Merger Sub (including in the case of Merger Sub, approval and other than the adoption of this Agreement by the stockholders of Parent, and no other corporate proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement and the Merger transactions contemplated hereby. The Board of Directors of Parent has duly authorized the adoption of (i) the Amended and Restated Parent Certificate of Incorporation in the form attached as Exhibit B hereto (the “Amended and Restated Parent Charter”) and (ii) the 2008 Equity Incentive Plan in the form attached as Exhibit C hereto (“2008 Equity Incentive Plan”), each of which shall become effective at the Effective Time, in each case subject to the approval and adoption thereof by the stockholders of Parent, as the sole stockholder of Merger Sub). This Agreement is has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due execution and delivery by the Company, constitutes a legal, valid and binding obligation of Parent and Merger Sub, enforceable against them in accordance with its terms terms, subject to (except insofar as enforceability may be limited by applicable i) the effect of bankruptcy, insolvencyfraudulent conveyance, reorganization, moratorium or and other similar laws relating to or affecting the enforcement of creditors' ’ rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or by principles governing the availability at law) and (iii) an implied covenant of equitable remedies). The shares of Class A Liberty Media Group Stock to be issued good faith and delivered by Parent pursuant to Sections 2.3 and 2.4 will be, when the Merger has become effective and such shares are issued and delivered as provided in Sections 2.3 and 2.4 duly authorized, validly issued, fully paid and non-assessable and no stockholder of Parent will have any preemptive right of subscription or purchase in respect thereoffair dealing.