Common use of Corporate Action; Enforceability Clause in Contracts

Corporate Action; Enforceability. All corporate action on the -------------------------------- part of Parent necessary for the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the issuance of Shares pursuant hereto has been taken, and this Agreement and the Registration Rights Agreement constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms. To the best knowledge of the current executive officers of Parent, without having conducted an investigation of the records of Parent or Sub, all corporate action on the part of Sub necessary for the execution, delivery and performance by Sub of this Agreement has been taken, and this Agreement constitutes valid and binding obligations of Sub enforceable against Sub in accordance with its terms.

Corporate Action; Enforceability. All corporate action on -------------------------------- the -------------------------------- part of Parent necessary for the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the issuance of Shares pursuant hereto has been taken, and this Agreement and the Registration Rights Agreement constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms. To the best knowledge of the current executive officers of Parent, without having conducted an investigation of the records of Parent or Sub, all corporate action on the part of Sub necessary for the execution, delivery and performance by Sub of this Agreement has been taken, and this Agreement constitutes valid and binding obligations of Sub enforceable against Sub in accordance with its terms.

Corporate Action; Enforceability. All corporate action on the -------------------------------- part of Parent necessary for the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the issuance of Shares pursuant hereto has been taken, and this Agreement and the Registration Rights Agreement constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms. To the best knowledge of the current executive officers of Parent, without having conducted an investigation of the records of Parent or Sub, all corporate action on the part of Sub necessary for the execution, delivery and performance by Sub of this Agreement and the Registration Rights Agreement and the issuance of Shares pursuant hereto has been taken, and this Agreement constitutes and the Registration Rights Agreement constitute valid and binding obligations of Sub enforceable against Sub in accordance with its their respective terms.

Corporate Action; Enforceability. All corporate action on the -------------------------------- part of Parent necessary for the execution, delivery and performance of this Agreement and the Registration Rights Agreement and the issuance of Shares pursuant hereto has been taken, and this Agreement and the Registration Rights Agreement constitute valid and binding obligations of Parent enforceable against Parent in accordance with their respective terms. To the best knowledge of the current executive officers of Parent, without having conducted an investigation of the records of Parent or Sub, all All corporate action on the part of Sub necessary for the execution, delivery and performance by Sub of this Agreement has been taken, and this Agreement constitutes valid and binding obligations of Sub enforceable against Sub in accordance with its terms.