Common use of Authorization, Execution and Enforceability Clause in Contracts

Authorization, Execution and Enforceability. (a) The execution, delivery and performance by the Company of the Financing Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within its corporate powers. Each of the Financing Documents (other than the Notes) and the Material Recapitalization Documents to which it is a party has been duly authorized, executed and delivered by the Company and constitutes its valid and binding agreement enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. When executed and delivered by the Company against payment therefor in accordance with the terms hereof, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. (b) The Warrants have been duly authorized by the Company and, when executed and authenticated pursuant to the terms of the Warrant Agreement and delivered to the Escrow Agent pursuant to the provisions of this Agreement, will be valid and binding obligations of the Company, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. (c) The Warrant Shares to be issued upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company and will be issued at the times and in the manner required by the Warrant Agreement and, upon due exercise of a Warrant, the Warrant Shares issued will be validly issued, fully paid and nonassessable.

Authorization, Execution and Enforceability. (a) The execution, delivery and performance by the Company of the Financing Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within its corporate powers. Each of the Financing Documents (other than the Notes) and the Material Recapitalization Acquisition Documents to which it any of Holdings, Intermediate Holdings or the Company is a party has been duly authorized, executed and delivered by constitutes the Company and constitutes its valid and binding agreement of such Obligor enforceable in accordance with its termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). When executed and delivered by the Company against payment therefor in accordance with the terms hereof, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). (b) The Warrants have been duly authorized by the Company and, when Holdings. When executed and authenticated pursuant to the terms of the Warrant Agreement and delivered to the Escrow Agent pursuant to the provisions of this Agreement, the Warrants will be the valid and binding obligations of the CompanyHoldings, enforceable against it in accordance with their termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). (c) The Warrant Shares to be issued upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company Holdings and will be issued at the times and in the manner required by the Warrant Agreement and, upon due exercise of a Warrant, the Warrant Shares issued will be validly issued, fully paid and nonassessable.

Authorization, Execution and Enforceability. (a) The execution, delivery and performance by the Company of the Financing Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within its corporate powers. Each of the Financing Documents (other than the Asset Bridge Notes) and the Material Recapitalization Acquisition Documents to which it any of Holdings or Intermediate Holdings is a party has been duly authorized, executed and delivered by constitutes the Company and constitutes its valid and binding agreement of such Obligor enforceable in accordance with its termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). When executed and delivered by the Company Intermediate Holdings against payment therefor in accordance with the terms hereof, the Asset Bridge Notes will constitute valid and binding obligations of the CompanyIntermediate Holdings, enforceable in accordance with their termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). (b) The Warrants have been duly authorized by the Company and, when Holdings. When executed and authenticated pursuant to the terms of the Asset Bridge Warrant Agreement and delivered to the Escrow Agent pursuant to the provisions of this Agreement, the Warrants will be the valid and binding obligations of the CompanyHoldings, enforceable against it in accordance with their termsterms (except, subject to in any case, as such enforceability may be limited by applicable bankruptcy, insolvency and other insolvency, reorganization or similar laws affecting creditors' rights generally and equitable by principles of general applicabilityequity). (c) The Warrant Shares to be issued upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company Holdings and will be issued at the times and in the manner required by the Asset Bridge Warrant Agreement and, upon due exercise of a Warrant, the Warrant Shares issued will be validly issued, fully paid and nonassessable.

Authorization, Execution and Enforceability. (a) The execution, delivery and performance by the Company of the Financing Documents and the issuance of the Notes by the Company have been duly and validly authorized and are within its corporate powers. Each of the Financing Documents (other than the Notes) and the Material Recapitalization Documents to which it is a party has been duly authorized, executed and delivered by the Company and constitutes its valid and binding agreement enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. When executed and delivered by the Company against payment therefor in accordance with the terms hereof, the Notes will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. (b) The execution, delivery and performance by each of the Guarantors of the Financing Documents to which it is a party have been duly and validly authorized and are within the corporate powers of each of the Guarantors. Each of the Financing Documents to which each of the Guarantors is a party has been duly authorized, executed and delivered by it and constitutes its valid and binding agreement, enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. (c) The Warrants have been duly authorized by the Company and, when executed and authenticated pursuant to the terms of the Warrant Agreement and delivered to the Escrow Agent Purchaser pursuant to the provisions of this Agreement, will be valid and binding obligations of the Company, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency and other similar laws affecting creditors' rights generally and equitable principles of general applicability. (cd) The Warrant Shares to be issued upon exercise of the Warrants have been duly authorized and reserved for issuance by the Company and will be issued at the times and in the manner required by the Warrant Agreement and, upon due exercise of a Warrant, the Warrant Shares issued will be validly issued, fully paid and nonassessable.