Common use of Authority Relative Clause in Contracts

Authority Relative. to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated hereby have been duly authorized by the Board of Directors of each of Parent and Purchaser and by Parent as the sole stockholder of Purchaser and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each such corporation enforceable against such corporation in accordance with its terms.

Authority Relative. to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyMerger. The execution, execution and delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated hereby Merger have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Purchaser and by Parent as the sole stockholder of Purchaser Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated herebyMerger (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the MGBCL). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery by the Company, Company constitutes a legal, valid and binding obligation of each such corporation of Parent and Purchaser enforceable against such corporation each of Parent and Purchaser in accordance with its terms.

Authority Relative. to This AgreementAgreement . Each of Parent and Purchaser has all necessary corporate power and authority to enter into execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated herebyTransactions. The execution, execution and delivery and performance of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Purchaser of the transactions contemplated hereby Transactions have been duly and validly authorized by all necessary corporate action on the Board of Directors of each part of Parent and Purchaser and by Parent as the sole stockholder of Purchaser Purchaser, and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the transactions contemplated herebyTransactions (other than, with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of each such corporation of Parent and Purchaser enforceable against such corporation each of Parent and Purchaser in accordance with its terms.