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 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).