Common use of Validity of Transactions Clause in Contracts

Validity of Transactions. This Agreement, and each document ------------------------ executed and delivered by the Company in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized by the directors and shareholders of the Company, have been duly executed and delivered by the Company and is each the valid and legally binding obligation of the Company, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The Company Shares issuable hereunder, when issued in accordance with the terms of this Agreement, will be duly authorized, validly issued, fully paid and nonassessable. The Company Shares will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.

Validity of Transactions. This Agreement, and each document ------------------------ executed and delivered by each of the Company and GDRIL in connection with the transactions contemplated by this Agreement, and the performance of the transactions contemplated therein have been duly authorized by the directors and shareholders of the Companyauthorized, have been duly executed and delivered by each of the Company and GDRIL and is each the valid and legally binding obligation of each of the CompanyCompany and GDRIL, enforceable in accordance with its terms, except as limited by applicable bankruptcy, insolvency reorganization and moratorium laws and other laws affecting enforcement of creditor's rights generally and by general principles of equity. The Company Shares issuable hereunder, when issued in accordance with the terms of this Agreement, Agreement will be duly authorized, validly issued, fully paid and nonassessable. The Company Shares Securities will be free of any liens or encumbrances, except for any restrictions imposed by federal or state securities laws.