Common use of Authority Relative Clause in Contracts

Authority Relative. to this Agreement and the Indemnification Agreement. Each of the Seller, MTI and the Parent has full corporate power and authority to execute and deliver this Agreement (and, with respect to the Parent, the Indemnification Agreement) and to consummate the transactions contemplated hereby (and, with respect to the Parent, by the Indemnification Agreement). The execution and delivery of this Agreement by the Seller, MTI and the Parent (and, with respect to the Parent, of the Indemnification Agreement) and the consummation of the transactions contemplated hereby by the Seller, MTI and the Parent (and, with respect to the Parent, by the Indemnification Agreement) have been duly and validly authorized by all necessary corporate action on the part of the Seller, MTI and the Parent and no other corporate proceedings on the part of the Seller, MTI or the Parent are necessary to authorize this Agreement (or, with respect to the Parent, the Indemnification Agreement) or to consummate the transactions contemplated hereby (or, with respect to the Parent, by the Indemnification Agreement). This Agreement (and, with respect to the Parent, the Indemnification Agreement) has been duly and validly executed and delivered by the Seller, MTI and the Parent and, assuming the due authorization, execution and delivery by the other parties hereto, constitute a legal, valid and binding obligation of the Seller, MTI and the Parent, enforceable against each such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).

Authority Relative. to this Agreement and the Indemnification This Agreement. Each of the Seller, MTI Parent and the Parent Merger Sub has full all necessary corporate power and authority to execute and deliver this Agreement (and the Company Stock Option Agreement, and, with respect subject to the ParentParent Stockholder Approval (as defined in Section 4.10 below), the Indemnification Agreement) to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby (and, with respect to the Parent, by the Indemnification Agreement)and thereby. The execution and delivery of this Agreement by the Seller, MTI and the Company Stock Option Agreement by each of Parent (and, with respect to the Parent, of the Indemnification Agreement) and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby by the Seller, MTI and the Parent (and, with respect to the Parent, by the Indemnification Agreement) thereby have been duly and validly authorized by all necessary corporate action on the part of the Selleraction, MTI and the Parent and no other corporate proceedings on the part of the Seller, MTI Parent or the Parent Merger Sub are necessary to authorize this Agreement and the Company Stock Option Agreement or to consummate the Merger and the other transactions so contemplated (orother than, with respect to the ParentMerger and this Agreement, the Indemnification AgreementParent Stockholder Approval, the Merger Sub Stockholder Approval (as each is defined in Section 4.10 below) or to consummate and the transactions contemplated hereby (or, with respect to the Parent, filing and recordation of appropriate merger documents as required by the Indemnification AgreementDGCL). This Agreement (and, with respect to and the Parent, the Indemnification Agreement) has Company Stock Option Agreement have been duly and validly executed and delivered by the Seller, MTI each of Parent and the Parent Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitute a legal, valid and binding obligation obligations of the Seller, MTI each of Parent and the ParentMerger Sub, enforceable against each such party of Parent and Merger Sub in accordance with its their respective terms, except as such enforceability the enforcement thereof may be limited by applicable bankruptcy, insolvencyinsolvency (including, reorganization without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting enforcement of creditors' rights generally and by except as enforcement thereof is subject to general equitable principles of equity (regardless of whether enforceability enforcement is considered in a proceeding in equity or at law).

Authority Relative. to this Agreement and the Indemnification Agreement. Each of the Seller, MTI and the Parent has full corporate (or in the case of Seller, limited partnership) power and authority to execute and deliver this Agreement (and, with respect to the Parent, the Indemnification Agreement) and to consummate the transactions contemplated hereby (and, with respect to the Parent, by the Indemnification Agreement). The execution and delivery of this Agreement by the Seller, MTI and the Parent (and, with respect to the Parent, of the Indemnification Agreement) and the consummation of the transactions contemplated hereby by the Seller, MTI and the Parent (and, with respect to the Parent, by the Indemnification Agreement) have been duly and validly authorized by all necessary corporate (or in the case of Seller, limited partnership) action on the part of the Seller, MTI and the Parent and no other corporate (or in the case of Seller, limitedpartnership) proceedings on the part of the Seller, MTI or the Parent are necessary to authorize this Agreement (or, with respect to the Parent, the Indemnification Agreement) or to consummate the transactions contemplated hereby (or, with respect to the Parent, by the Indemnification Agreement). This Agreement (and, with respect to the Parent, the Indemnification Agreement) has been duly and validly executed and delivered by the Seller, MTI and the Parent and, assuming the due authorization, execution and delivery by the other parties hereto, constitute a legal, valid and binding obligation of the Seller, MTI and the Parent, enforceable against each such party in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting creditors' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law).