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 execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Purchaser and the consummation by Parent and Purchaser of the Transactions have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than with respect to the Merger, the filing of the Certificate of Merger). This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.

Authority Relative. to This Agreement. Each of Parent and Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Purchaser and the consummation by each of Parent and Purchaser of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action and no other corporate proceedings on the part of Parent or Purchaser are necessary to authorize this Agreement or to consummate the Transactions (other than with respect to the Mergerand Purchaser, the filing of the Certificate of Merger)respectively. This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Purchaser enforceable against each of Parent and Purchaser in accordance with its terms.has

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