Common use of Capacity; Authority; Validity Clause in Contracts

Capacity; Authority; Validity. Seller and Parent each has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to perform all of the obligations to be performed by it under this Agreement and the Ancillary Agreements. Each of the Seller and Parent has all necessary entity power and authority to execute and deliver the Assignment and Assumption Agreement and the Securitization Transfer Agreement, and to perform all of its obligations thereunder. The execution and delivery of this Agreement by Seller and Parent and (assuming approval by the stockholders of Parent of the transactions contemplated by the Merger Agreement) the consummation by Seller and Parent of the transactions contemplated hereby, by the Ancillary Agreements and by the Assignment and Assumption Agreement and the Securitization Transfer Agreement have been duly and validly authorized by all necessary action of Seller and Parent, as applicable, and this Agreement and the Ancillary Agreements have been duly executed and delivered by Seller and Parent. This Agreement and the Ancillary Agreements constitute the valid and binding obligation of Seller and Parent, enforceable against each of them in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Assignment and Assumption Agreement and the Securitization Transfer Agreement, when executed and delivered by the Seller will constitute the valid and binding obligation of the Seller enforceable against Seller in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Capacity; Authority; Validity. Seller and Parent each has all necessary corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements, and to perform all of the obligations to be performed by it under this Agreement and the Ancillary Agreements. Each of the Seller and Parent has all necessary entity power and authority to execute and deliver the Assignment and Assumption Agreement Purchase Agreements to which it is a party and the Securitization Transfer Agreement, and to perform all of its obligations thereunder. The execution and delivery of this Agreement by Seller and Parent and (assuming approval by the stockholders of Parent of the transactions contemplated by the Merger Agreement) the consummation by Seller and Parent of the transactions contemplated hereby, by the Ancillary Agreements and by the Assignment such Purchase Agreements and Assumption Agreement and the such Securitization Transfer Agreement have been duly and validly authorized by all necessary action of Seller and Parent, as applicable, and this Agreement Agreement, the Purchase Agreements and the Ancillary Agreements to be executed by them on the date hereof have been duly executed and delivered by Seller and Parent. This Agreement Agreement, such Purchase Agreements and the Ancillary Agreements constitute the valid and binding obligation of Seller and Parent, enforceable against each of them in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Assignment Ancillary Agreements to be executed after the date hereof and Assumption Agreement and the such Securitization Transfer Agreement, when executed and delivered by the Seller will constitute the valid and binding obligation of the Seller enforceable against Seller in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Capacity; Authority; Validity. Seller and Parent each Purchaser has all necessary corporate power and authority to make, execute and deliver this Agreement and the Ancillary Agreements, Related Agreements to which it is a party and to perform all of the obligations to be performed by it under this Agreement and the Ancillary Related Agreements. Each The making, execution, delivery and performance of the Seller and Parent has all necessary entity power and authority to execute and deliver the Assignment and Assumption this Agreement and the Securitization Transfer Agreement, Related Agreements and to perform all of its obligations thereunder. The execution and delivery of this Agreement the consummation by Seller and Parent and (assuming approval by the stockholders of Parent Purchaser of the transactions contemplated by the Merger Agreement) the consummation by Seller hereby and Parent of the transactions contemplated hereby, by the Ancillary Agreements and by the Assignment and Assumption Agreement and the Securitization Transfer Agreement thereby have been duly and validly authorized by all necessary corporate action of Seller and Parent, as applicable, and this Agreement and the Ancillary Agreements have been duly executed and delivered by Seller and ParentPurchaser. This Agreement and the Ancillary Related Agreements have been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof and thereof by Seller, this Agreement and the Related Agreements will constitute the valid valid, legal and binding obligation obligations of Seller and ParentPurchaser, enforceable against each of them Purchaser in accordance with its terms, their respective terms (except as such enforceability (i) enforcement may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or moratorium, receivership, conservatorship, and other similar Laws of general application, now or hereafter in effect, affecting or laws relating to the enforcement of or affecting creditors’ ' rights generally and (ii) is subject to by general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”principles). The Assignment CompuCredit has all necessary power and Assumption authority to make, execute and deliver this Agreement and the Securitization Transfer AgreementRelated Agreements to which it is a party and to perform all of the obligations to be performed by it under this Agreement and the Related Agreements. The making, when execution, delivery and performance of this Agreement and the Related Agreements and the consummation by CompuCredit of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of CompuCredit. This Agreement and the Related Agreements have been duly and validly executed and delivered by CompuCredit and, assuming the Seller due authorization, execution and delivery hereof and thereof by Seller, this Agreement and the Related Agreements will constitute the valid valid, legal and binding obligation obligations of the Seller CompuCredit, enforceable against Seller CompuCredit in accordance with its termstheir respective terms (except as such enforcement may be limited by bankruptcy, subject insolvency, reorganization, moratorium, receivership, conservatorship, and other laws relating to the Bankruptcy or affecting creditors' rights generally and Equity Exceptionsby general equity principles).

Capacity; Authority; Validity. Seller and Parent each has all necessary corporate power and authority to make, execute and deliver this Agreement and the Ancillary Agreements, Related Agreements to which it is a party and to perform all of the obligations to be performed by it under this Agreement and the Ancillary Related Agreements. Each The making, execution, delivery and performance of the Seller and Parent has all necessary entity power and authority to execute and deliver the Assignment and Assumption this Agreement and the Securitization Transfer Agreement, Related Agreements and to perform all of its obligations thereunder. The execution and delivery of this Agreement the consummation by Seller and Parent and (assuming approval by the stockholders of Parent of the transactions contemplated by the Merger Agreement) the consummation by Seller hereby and Parent of the transactions contemplated hereby, by the Ancillary Agreements and by the Assignment and Assumption Agreement and the Securitization Transfer Agreement thereby have been duly and validly authorized by all necessary corporate action of Seller and Parent, as applicable, and this Seller. This Agreement and the Ancillary Related Agreements have been duly and validly executed and delivered by Seller and, assuming the due authorization, execution and Parent. This delivery hereof and thereof by Purchaser, this Agreement and the Ancillary Related Agreements constitute the valid and binding obligation of Seller and Parent, enforceable against each of them in accordance with its terms, except as such enforceability (i) may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar Laws of general application, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). The Assignment and Assumption Agreement and the Securitization Transfer Agreement, when executed and delivered by the Seller will constitute the valid and binding obligation obligations of the Seller Seller, enforceable against Seller in accordance with its termstheir respective terms (except as such enforcement may be limited by insolvency, subject reorganization, moratorium, receivership, conservatorship, the rights and obligations of receivers and conservators of insured depository institutions under 12 U.S.C. §1821(d) and (e) and other laws relating to or affecting creditors' rights generally and by general equity principles). Seller did not execute any document relating to the Bankruptcy and Equity Exceptionstransactions contemplated by this Agreement or otherwise effectuate or consummate any sale or transfer to Purchaser pursuant to this Agreement, in each case (i) in contemplation of insolvency, (ii) with a view to preferring one creditor over another or to preventing the application of its assets in the manner required by applicable law or regulations, (iii) after committing an act of insolvency, or (iv) with an intent to hinder, delay, or defraud itself or its creditors.