Common use of Authority Relative Clause in Contracts

Authority Relative. to This Agreement. Each of Purchaser and Sub has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by the respective Boards of Directors of Purchaser and Sub, and the stockholder of Sub, and no other corporate proceedings on the part of Purchaser or Sub are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by each of Purchaser and Sub and, assuming this Agreement constitutes a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Purchaser and Sub, enforceable against each of Purchaser and Sub in accordance with its terms, except that such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Authority Relative. to This this -------------------------- Agreement. Each of The Purchaser and Sub has all requisite necessary corporate power --------- and authority to execute and deliver this Agreement and to perform its obligations and to consummate the transactions contemplated herebyhereunder. The execution and delivery of this Agreement by the Purchaser and the consummation purchase of the transactions contemplated hereby Shares as provided in Section 2.01 hereof by the Purchaser hereunder have been duly and validly authorized by all necessary corporate action of the respective Boards of Directors of Purchaser and Sub, and the stockholder of Sub, and no other corporate proceedings on the part of the Purchaser or Sub are necessary to authorize this Agreement or to consummate the transactions purchase of the Shares by the Purchaser as contemplated hereby. This Agreement has been duly and validly executed and delivered by each of the Purchaser and Sub and, assuming this Agreement the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Purchaser and Sub, enforceable against each of the Purchaser and Sub in accordance with its terms, terms (except that in each such enforcement case as enforceability may be subject to limited by bankruptcy, insolvency, reorganization, moratorium or reorganization and other similar laws now or hereafter in effect relating to or affecting creditors' rights generally and to the extent that the remedy of specific performance and injunctive and other forms of equitable relief may be are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought).