Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and the performance by Seller or the Divesting Entities of their obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchasers, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities Purchaser has all requisite corporate power and authority to own and operate its respective properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by Seller such Purchaser of this Agreement and the Ancillary Agreements and the performance by Seller or the Divesting Entities such Purchaser of their its obligations hereunder and thereunder have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicablesuch Purchaser, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board boards of directors of Seller such Purchaser approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Sellersuch Purchaser. No approval of Sellersuch Purchaser's respective shareholders is necessary for Seller such Purchaser to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, duly executed and delivered by Seller such Purchaser and, assuming the valid execution and delivery by PurchasersSeller, constitutes a legal, valid and binding obligation of Sellersuch Purchaser, enforceable against Seller such Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors' rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements Agreements, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by Seller Purchaser of this Agreement and the Ancillary Agreements Agreements, and the performance by Seller or the Divesting Entities Purchaser of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by SellerPurchaser. No approval of Seller's shareholders Purchaser’s equity interest holders is necessary for Seller Purchaser to execute and deliver this Agreement or any Ancillary Agreements related agreements or perform the transactions contemplated hereby or therebyTransactions. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller Purchaser and, assuming the valid execution and delivery by PurchasersSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities a. Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it will be a party, and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Purchaser of this Agreement and the by Purchaser and each Purchaser Designated Affiliate of each Ancillary Agreements Agreement to which it will be a party, and the performance by Seller or the Divesting Entities Purchaser and such Purchaser Designated Affiliates of their obligations hereunder and thereunder thereunder, have been, or will have been at the Closing, duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or therebyother action. (b) b. This Agreement has beenbeen duly executed and delivered by Purchaser and, and on the Closing Date each of the Ancillary Agreements will be, assuming this Agreement has been duly executed and delivered by Seller and, assuming the valid execution and delivery by PurchasersParent, constitutes a legal, valid and binding obligation of SellerPurchaser, and each Ancillary Agreement will be duly executed and delivered by Purchaser and each Purchaser Designated Affiliate to which it will be a party and will, assuming such Ancillary Agreement has been duly executed and delivered by each Seller that will be a party thereto, constitute a valid and binding obligation of Purchaser and such Purchaser Designated Affiliate, in each case enforceable against Seller Purchaser and such Purchaser Designated Affiliate in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by Seller Purchaser of this Agreement and the Ancillary Agreements Transaction Documents, and the performance by Seller or the Divesting Entities Purchaser of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by SellerPurchaser. No approval of Seller's shareholders Purchaser’s equity interest holders is necessary for Seller Purchaser to execute and deliver this Agreement or any Ancillary Agreements related agreements or perform the transactions contemplated hereby or therebyTransactions. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller Purchaser and, assuming the valid execution and delivery by PurchasersSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Transaction Documents has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted (including and as it is related to the Business) Purchased Assets. Seller has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller of this Agreement and the Ancillary Agreements Transaction Documents, and the performance by Seller or the Divesting Entities of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller and, assuming the valid execution and delivery by PurchasersPurchaser, constitutes a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Transaction Documents has been duly authorized by all necessary action on the part of Seller and has been, or will be at the Closing, duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes or will constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities has all requisite corporate power and authority to own enter into and operate perform its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver obligations under this Agreement and the Ancillary Agreements Documents and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery by Seller of this Agreement and the Ancillary Agreements and Documents, the performance by Seller or the Divesting Entities it of their its obligations hereunder pursuant to this Agreement and thereunder and the consummation by it of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite necessary corporate action on the part of Seller or and all necessary action on the Divesting Entities, as applicable, including part of its stockholders. In taking any requisite resolution duly adopted action required in order to authorize the execution and not subsequently rescinded or modified in any way delivery by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all the Ancillary Agreements Documents to which it is a party, the performance by Seller. No approval it of Seller's shareholders is necessary for Seller the obligations pursuant to execute and deliver the terms of this Agreement or any Ancillary Agreements or perform and thereunder and the consummation by it of the transactions contemplated hereby and thereby, all material facts with respect to any contract or thereby. (b) This transaction relating to or affecting the matters so authorized were disclosed or known to each stockholder and each stockholder has specifically approved such matters in good faith. Each of this Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, Documents to which Seller is a party has been duly executed and delivered by Seller andSeller. This Agreement constitutes, assuming and upon the valid execution and delivery by Purchasersthereof each of the Ancillary Documents will constitute, constitutes a legal, valid and binding obligation agreement of SellerSeller and Individual, enforceable against Seller it in accordance with its termsthe terms of this Agreement and thereof, except subject as to enforcement may be limited by of remedies, to applicable bankruptcy, insolvency, reorganization, fraudulent conveyanceinsolvency and similar laws, to moratorium or similar Laws affecting creditors' rights generally or by laws from time to time in effect and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law)equity.

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities Purchaser has all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement Agreement, the Transitional Agreements and the Ancillary Agreements any other agreements and documents contemplated hereby, and to perform its obligations hereunder and thereunder. The execution and delivery by Seller Purchaser of this Agreement Agreement, the Transitional Agreements and the Ancillary Agreements any other agreements and documents contemplated hereby, and the performance by Seller or the Divesting Entities Purchaser of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or therebyPurchaser. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller Purchaser and, assuming the valid execution and delivery by PurchasersSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). The Transitional Agreements and the other agreements contemplated hereby will be duly executed and delivered by Purchaser, and assuming the valid execution and delivery by Seller and the Divesting Entities, as the case may be, will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (a) Each of Seller and the Divesting Entities Purchaser has all requisite corporate power and authority to own or lease and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement and the Ancillary Agreements Agreements, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by Seller Purchaser of this Agreement and the Ancillary Agreements Agreements, and the performance by Seller or the Divesting Entities Purchaser of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by SellerPurchaser. No approval of Seller's Purchaser’s shareholders is necessary for Seller Purchaser to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or therebyTransactions. (b) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller Purchaser and, assuming the valid execution and delivery by PurchasersSeller, constitutes a legal, valid and binding obligation of SellerPurchaser, enforceable against Seller Purchaser in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Purchaser and has been, or will be at the Closing, duly executed and delivered by Purchaser and, assuming the valid execution and delivery by Seller, constitutes or will constitute a legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (ai) Each of Seller and the Divesting Entities Depomed Entity has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted (including and as it is related to the Transferred Assets and the Business) . Depomed has all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller Depomed of this Agreement and the Ancillary Agreements Agreements, and the performance by Seller or the Divesting Entities each Depomed Entity of their its obligations hereunder and thereunder thereunder, have been duly authorized by all requisite corporate action on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or therebysuch Depomed Entity. (bii) This Agreement has been, and on the Closing Date each of the Ancillary Agreements will be, been duly executed and delivered by Seller Depomed and, assuming the valid execution and delivery by PurchasersCollegium, constitutes a legal, valid and binding obligation of SellerDepomed, enforceable against Seller Depomed in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar Laws laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Depomed and has been, or will be at the Closing, duly executed and delivered by Depomed and, assuming the valid execution and delivery by Collegium, constitutes or will constitute a legal, valid and binding obligation of Depomed, enforceable against Depomed in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).