Common use of Authority Relative to this Agreement and Transaction Documents Clause in Contracts

Authority Relative to this Agreement and Transaction Documents. Each of Parent, Purchaser and Vert has the full corporate power and authority to execute and deliver this Agreement and any Transaction Document to which each is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it is a party by Parent, Purchaser or Vert and the consummation by Purchaser, Parent and Vert of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent, Purchaser and Vert is necessary to authorize this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which it is a party have been duly and validly executed and delivered by Parent, Purchaser and Vert and, assuming the due authorization, execution and delivery by Selling Parties, constitutes a legal, valid, and binding obligation of Parent, Purchaser and Vert enforceable against Purchaser, Parent and Vert in accordance with its terms subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws affecting creditor’s rights generally and general equitable principles.

Authority Relative to this Agreement and Transaction Documents. Each of Parent, Purchaser Parent and Vert Merger Sub has the full corporate power and authority to execute and deliver this Agreement and any Transaction Document to which each it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it the Parent and Merger Sub is a party by Parent, Purchaser or Vert and the consummation by Purchaser, Parent and Vert Merger Sub of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate corporate, partnership or individual action, and no other corporate proceedings on the part of Parent, Purchaser Parent and Vert Merger Sub is necessary to authorize this Agreement or any Transaction Document to which it any of them is a party or to consummate the transactions so contemplatedcontemplated hereunder or thereunder. This Agreement and the Transaction Documents to which it the Parent and Merger Sub is a party have has been duly and validly executed and delivered by Parenteach of the Parent and Merger Sub, Purchaser and Vert and, assuming the due authorization, execution and delivery by Selling Partiesthe Company and the Company Shareholders, constitutes a legal, valid, and binding obligation obligations of Parentthe Parent and Merger Sub, Purchaser and Vert enforceable against Purchaser, Parent and Vert such Person or Persons in accordance with its terms their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws laws affecting creditor’s rights generally and general equitable principles.

Authority Relative to this Agreement and Transaction Documents. Each of Parent, Purchaser and Vert has Buying Parties have the full corporate legal right and all power and authority and approval required to enter into, execute and deliver this Agreement and any Transaction Document to which each it is a partyparty and to perform fully its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any other Transaction Document to which it a Buying Party is a party by Parent, Purchaser or Vert and the consummation by Purchaser, Parent and Vert the Buying Parties of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate corporate, partnership or individual action, and no other corporate proceedings on the part of Parent, Purchaser and Vert the Buying Parties is necessary to authorize the execution, delivery and performance of this Agreement or any Transaction Document to which it is a party or to consummate the transactions so contemplated. This Agreement and the Transaction Documents to which it is the Buying Parties are a party have has been duly and validly executed and delivered by Parent, Purchaser and Vert the Buying Parties and, assuming the due authorization, execution and delivery by the Selling Parties, constitutes a legal, valid, and binding obligation obligations of Parent, Purchaser and Vert the Buying Parties enforceable against Purchaser, Parent and Vert a Buying Party in accordance with its terms their terms, subject to the effect of applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and other Laws laws affecting creditor’s rights generally and general equitable principles.