Common use of Due Authorization and Enforceability of Obligations Clause in Contracts

Due Authorization and Enforceability of Obligations. Such Company Shareholder has all necessary power, authority and capacity to enter into this Agreement and any other agreements or document in connection with this Agreement (the “Related Documents”) to which it is a party and to carry out its obligations under this Agreement and the Related Documents to which it is a party. To the extent such Company Shareholder is a body corporate, the execution and delivery of this Agreement and the Related Documents to which such Company Shareholder is a party and the consummation of the transactions contemplated by this Agreement and the Related Documents have been duly authorized by all necessary corporate action on the part of such Company Shareholder. This Agreement constitutes, and each of the Related Documents to be executed by such Company Shareholder in connection with the Closing will constitute, a valid and binding obligation of such Company Shareholder enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization and other similar laws of general application limiting the enforcement of creditors’ rights generally and to the fact that specific performance is an equitable remedy available only in the discretion of the court.