Common use of Execution and Validity of Agreement Clause in Contracts

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties heretoPrincipals and WWG, constitutes the legal, valid and binding obligation obligations of the Purchaser, enforceable against it each of them in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Purchaser and this Agreement has been duly and validly executed and delivered by the Purchaser and, and assuming due authorization, execution and delivery by the other parties hereto, Stockholders constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the ----------------------------------- full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, and assuming due authorization, execution and delivery by the other parties heretoStockholder, constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Purchaser and this Agreement has been duly and validly executed and delivered by the Purchaser and, and assuming due authorization, execution and delivery by the other parties hereto, Seller constitutes the a legal, valid and binding obligation of the Purchaserit, enforceable against it the Purchaser in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform enter into this Agreement and the transactions contemplated herebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by Capital C Holdco and the other parties heretoCapital C Principals, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties heretoSeller, constitutes the legal, valid and binding obligation obligations of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate company power and authority to make, execute, deliver and perform enter into this Agreement and the transactions contemplated herebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation by it of the transactions contemplated hereby have been duly authorized by all required corporate company action on behalf of the Purchaser. This , and this Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties hereto, constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the full corporate power and authority to make, execute, deliver and perform enter into this Agreement and the transactions contemplated herebyto perform its obligations hereunder. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes the legal, valid and binding obligation of the Purchaser, enforceable against it the Purchaser in accordance with its terms.

Execution and Validity of Agreement. The Purchaser has the ----------------------------------- full corporate power and authority to make, execute, deliver and perform this Agreement and the transactions contemplated hereby. The execution and delivery of this Agreement by the Purchaser and the consummation of the transactions contemplated hereby have been duly authorized by all required corporate action on behalf of the Purchaser. This Agreement has been duly and validly executed and delivered by the Purchaser and, and assuming due authorization, execution and delivery by the other parties heretoStockholders, constitutes the a legal, valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms.