Common use of Authority Relative Clause in Contracts

Authority Relative. to this -------------------------- Agreement. The Purchaser has all necessary corporate power --------- and authority to execute and deliver this Agreement and to perform its obligations and to consummate the transactions contemplated hereunder. The execution and delivery of this Agreement by the Purchaser and the purchase of the 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 Purchaser and no other corporate proceedings on the part of the Purchaser are necessary to authorize this Agreement or the purchase of the Shares by the Purchaser as contemplated hereby. This Agreement has been duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes the legal, valid and binding obligation of the Purchaser enforceable against the Purchaser in accordance with its terms (except in each such case as enforceability may be limited by bankruptcy, insolvency, 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 are subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought).

Authority Relative. to this -------------------------- This Agreement. The Each of Purchaser and Sub has all necessary requisite corporate power --------- and authority to execute and deliver this Agreement and to perform its obligations and to consummate the transactions contemplated hereunderhereby. The execution and delivery of this Agreement by the Purchaser and the purchase consummation of the Shares as provided in Section 2.01 hereof by the Purchaser hereunder transactions contemplated hereby have been duly and validly authorized by all necessary corporate action the respective Boards of Directors of Purchaser and Sub, and the Purchaser 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 purchase of the Shares by the Purchaser as transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the each of Purchaser and Sub and, assuming the due authorization, execution and delivery by the Company, this Agreement constitutes the legal, a valid and binding obligation of the Company, this Agreement constitutes a valid and binding agreement of each of Purchaser and Sub, enforceable against the each of Purchaser and Sub in accordance with its terms (terms, except in each that such case as enforceability enforcement may be limited by subject to bankruptcy, insolvency, reorganization and reorganization, moratorium or 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 are may be subject to certain equitable defenses and to the discretion of the court before which any proceeding therefor may be brought).