Common use of Authority, Non-Contravention, Required Filings Clause in Contracts

Authority, Non-Contravention, Required Filings. (a) Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser, and the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Purchaser. (b) This Agreement and each Purchase Confirmation has been duly executed and delivered by Purchaser and constitutes a valid and binding obligation of Purchaser, enforceable against it in accordance with its terms, in each case subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser do not, the performance by Purchaser of its obligations hereunder and thereunder and the consummation by Purchaser of the transactions contemplated hereby and thereby will not, (i) contravene any provision of the Organizational Documents of Purchaser, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which Purchaser is a party or is otherwise bound, or (iii) violate in any material respect any provision of any Law to which Purchaser is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) Purchaser has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are required in connection with the Acquired Assets.

Authority, Non-Contravention, Required Filings. (a) Each of Purchaser and/or its Affiliates, as applicable, has the requisite corporate entity power and authority to execute and deliver this Agreement, each Execution Date Agreement and each Purchase Confirmation Ancillary Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, each Execution Date Agreement and each Purchase Confirmation Ancillary Agreement by PurchaserPurchaser and/or its Affiliates, as applicable, and the performance by Purchaser and/or its Affiliates, as applicable, of its obligations hereunder and thereunder and the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate entity action on the part of PurchaserPurchaser and/or its Affiliates, as applicable. (b) This Agreement and each Purchase Confirmation has Execution Date Agreement have been duly executed and delivered by Purchaser and/or its Affiliates, as applicable, and constitutes constitute valid and binding obligations of each of Purchaser and/or its Affiliates, as applicable, enforceable against it in accordance with their respective terms, and, as of the Closing, each Ancillary Agreement will have been duly executed and delivered by Purchaser and/or its Affiliates, as applicable, and will constitute a valid and binding obligation of Purchasereach of Purchaser and/or such Affiliates, enforceable against it in accordance with its terms, in each case subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement and each Purchase Confirmation Execution Date Agreement by Purchaser and/or its Affiliates, as applicable, do not, and the execution and delivery of each Ancillary Agreement as of the Closing, the performance by Purchaser and/or its Affiliates, as applicable, of its obligations hereunder and thereunder and the consummation by Purchaser and/or its Affiliates, as applicable, of the transactions contemplated hereby and thereby will not, not (i) contravene or conflict with any provision of the Organizational Documents of PurchaserPurchaser and/or its Affiliates, as applicable, (ii) contravene, conflict with, constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which Purchaser and/or its Affiliates, as applicable, is a party or is otherwise bound, or (iii) assuming compliance with the matters referred to in Section 5.2(d), violate in any material respect any provision of any Law to which Purchaser and/or its Affiliates, as applicable, is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) Purchaser has all permitsNo permit, licenses and registrations issued by consent, waiting period expiration or obtained from a termination, approval or authorization of, or designation, declaration or filing with, any Governmental Entity that are on the part of Purchaser or any of its Affiliates is required in connection with the Acquired Assetsexecution or delivery by Purchaser or any of its Affiliates of this Agreement, any Execution Date Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby other than (i) any filings and/or notices under the Competition Laws, (ii) the Purchaser FDA Transfer Letters, and (ii) such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated hereby or thereby.

Authority, Non-Contravention, Required Filings. (a) Purchaser Each of the Sellers and their respective Affiliates has the requisite corporate or other entity power and authority to execute and deliver this Agreement and each Purchase Confirmation and of the Execution Date Agreements, as applicable, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. As of the Closing, one or more of the Sellers and/or their respective Affiliates, as applicable, will have the requisite corporate or other entity power and authority to execute and deliver each Ancillary Agreement and to perform its or their obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and each Purchase Confirmation of the Execution Date Agreements, as applicable, by Purchaserthe Sellers and/or their respective Affiliates, and the performance by Purchaser the Sellers and their respective Affiliates, as applicable, of its their obligations hereunder and thereunder and the consummation by Purchaser the Sellers and their respective Affiliates, as applicable, of the transactions contemplated hereby and thereby, thereby have been duly authorized by all necessary corporate action on the part of Purchasereach of the Sellers and such Affiliates. As of the Closing, the execution and delivery of each Ancillary Agreement by one or more of the Sellers and/or their respective Affiliates, as applicable, the performance by such Seller or its Affiliates of its obligations thereunder and the consummation by such Seller and/or its Affiliates of the transactions contemplated thereby, will have been duly authorized by all necessary corporate or other entity action on the part of such Seller and/or such Affiliates. (b) This Agreement and each Purchase Confirmation has of the Execution Date Agreements have been duly executed and delivered by Purchaser the Sellers and/or their respective Affiliates, as applicable, and constitutes constitute valid and binding obligations of each such Seller and/or Affiliate, enforceable against it in accordance with their respective terms, and, as of the Closing, each Ancillary Agreement will have been duly executed and delivered by one or more of the Sellers and/or their respective Affiliates, as applicable, and will constitute a valid and binding obligation of Purchasereach such Seller and/or Affiliate, enforceable against it in accordance with its terms, in each case subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement and each Purchase Confirmation of the Execution Date Agreements by Purchaser each of the Sellers and/or their respective Affiliates, as applicable, do not, and the execution and delivery of each Ancillary Agreement by one or more of the Sellers and/or their respective Affiliates, as applicable, as of the Closing, the performance by Purchaser such Seller and/or such Affiliates of its obligations hereunder and thereunder or thereunder, and the consummation by Purchaser such Seller and/or such Affiliates of the transactions contemplated hereby and or thereby will not, not (i) contravene or conflict with any provision of the Organizational Documents of Purchasersuch Seller and/or its Affiliates, (ii) subject to the Sellers’ receipt or giving of the Consents listed in Schedule 4.2(c) of the Seller Disclosure Letter constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any Third Party any rights of termination, amendment, acceleration or cancellation under (A) any Acquired Contract, (B) any of any contract or agreement to which Purchaser is a party or is otherwise boundthe Aclidinium Agreements, or (C) any Contract to which any of the Acquired Assets is subject, in each case ((A), (B) and (C)), or any right or obligation thereunder, (iii) result in the creation of any Encumbrance other than any Permitted Encumbrance upon any of the Acquired Assets, (iv) assuming compliance with the matters referred to in Section 4.2(d), violate in any material respect any provision of any Law to which Purchaser such Seller and/or such Affiliates or any of the Acquired Assets is subjectsubject or (v) materially conflict with, adversely alter or impair any of the Sellers’ or any of their respective Affiliates’ right in, to or under any Acquired Intellectual Property Rights or, to the Sellers’ knowledge, any In-Licensed Intellectual Property or the validity, enforceability, use, right to use, registration, right to register, ownership, priority, duration, scope or effectiveness of any of the Acquired Intellectual Property Rights or, to the Sellers’ knowledge, any of the In-Licensed Intellectual Property or otherwise trigger termination of any licensed rights in, or any additional payment obligations with respect to, any of the Acquired Intellectual Property Rights or, to the Sellers’ knowledge, any of the In-Licensed Intellectual Property, except, in the case of clause (ii) or (iiiiv) above, for any such breaches, violations, defaults defaults, amendments, accelerations, cancellations, terminations or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the Acquired Assets and the Product Business, taken together as a whole, or prevent or materially delay the ability of Purchaser the Sellers to consummate the transactions contemplated by this Agreement. (d) Purchaser has all permitsNo Permit or Consent, licenses and registrations issued by waiting period expiration or obtained from a termination, approval or authorization of, or designation, declaration or filing with, any Governmental Entity that are on the part of any of the Sellers or their respective Affiliates is required in connection with the Acquired Assetsexecution or delivery by the Sellers and/or their respective Affiliates, as applicable, of this Agreement or any of the Execution Date Agreements, the execution and delivery by one or more of the Sellers and/or their respective Affiliates, as applicable, of each Ancillary Agreement as of the Closing, or the consummation of the transactions contemplated hereby or thereby other than (i) any filings and/or notices under the Competition Laws, (ii) the Seller FDA Transfer Letters, and (iii) such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of the Sellers to consummate the transactions contemplated by this Agreement.

Authority, Non-Contravention, Required Filings. (a) Purchaser Seller has the requisite corporate organizational power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by PurchaserSeller, and the performance by Purchaser Seller of its obligations hereunder and thereunder and the consummation by Purchaser Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate organizational action on the part of PurchaserSeller. (b) This Agreement and each Purchase Confirmation has been duly executed and delivered by Purchaser Seller and constitutes a valid and binding obligation of PurchaserSeller, enforceable against it in accordance with its terms, in each case subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement by Seller do not, the execution and delivery of each Purchase Confirmation by Purchaser do notSeller, the performance by Purchaser Seller of its obligations hereunder and thereunder or thereunder, and the consummation by Purchaser Seller of the transactions contemplated hereby and or thereby will do not, (i) contravene any provision of the Organizational Documents of PurchaserSeller, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which Purchaser is a party or is otherwise boundContract, (iii) result in the creation of any Encumbrance upon the Acquired Assets or (iiiiv) violate in any material respect any provision of any Law to which Purchaser Seller is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser Seller to consummate the transactions contemplated by this Agreement, or materially and adversely affect the value of or the interest of the Purchaser in the related HELOCs. (d) Purchaser Seller has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are required in connection with the Acquired Assets.

Authority, Non-Contravention, Required Filings. (a) Purchaser The Seller has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which the Seller is a Party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser, the other Transaction Documents and the performance by Purchaser the Seller of its obligations hereunder and thereunder and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate company action on the part of Purchaserthe Seller. (b) This Agreement and each Purchase Confirmation has the other Transaction Documents to which the Seller is a Party have been duly executed and delivered by Purchaser the Seller, and each constitutes a legal, valid and binding obligation of Purchaserthe Seller, enforceable against it in accordance with its respective terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Seller of this Agreement and each Purchase Confirmation by Purchaser do notthe other Transaction Documents to which the Seller is a Party, the performance by Purchaser the Seller of its obligations hereunder and thereunder thereunder, and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaserthe Seller, (ii) constitute a material breach, materially violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of of, or notice with regard to, any contract or agreement to which Purchaser the Seller is a party or is otherwise bound, or (iii) result in the creation of any Encumbrance (except for Permitted Encumbrances) upon the Purchased Assets or (iv) violate in any material respect any provision of any Law to which Purchaser is subject, except, Laws; except in the case cases of clause (ii) ), where the violation, breach, default, grants to others of any rights of termination, amendment, acceleration or (iii) abovecancellation of, for any such breaches, violations, defaults or other occurrences, if any, that notice would notnot have a Material Adverse Effect, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) Purchaser has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are required in connection with the Acquired Assets.

Authority, Non-Contravention, Required Filings. (a) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by Purchaserthe other Transaction Documents to which the Purchaser is a party, and the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate action on the part of the Purchaser. (b) This Agreement and each Purchase Confirmation has the other Transaction Documents to which the Purchaser is a party have been duly executed and delivered by the Purchaser and each constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by the other Transaction Documents to which the Purchaser do notis a party, the performance by the Purchaser of its obligations hereunder and thereunder or thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaser, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which the Purchaser is a party or is otherwise bound, or (iii) violate in any material respect any provision of any Law Laws to which the Purchaser is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) No Permit, Consent, waiting period expiration or termination, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of the Purchaser has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are is required in connection with the Acquired Assetsexecution or delivery by the Purchaser of this Agreement or the consummation of the transactions contemplated hereby, other than compliance with and filings under the HSR Act.

Authority, Non-Contravention, Required Filings. (a) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by Purchaserthe other Transaction Documents to which the Purchaser is a party, and the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate action on the part of the Purchaser. (b) This Agreement and each Purchase Confirmation has the other Transaction Documents to which the Purchaser is a party have been duly executed and delivered by the Purchaser and each constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, and, assuming due authorization, execution and delivery by the Seller, this Agreement constitutes, and each Transaction Document to which it is a party shall, after the Closing constitute, the Purchaser’s legal, valid and binding obligation, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by the other Transaction Documents to which the Purchaser do notis a party, the performance by the Purchaser of its obligations hereunder and thereunder or thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaser, (ii) constitute a material breach, materially violate the terms, conditions or provisions of, or result in a material default under, conflict with, or give to others any Person any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which the Purchaser is a party or is otherwise bound, or (iii) violate in any material respect any provision of any Law Laws to which the Purchaser is subject, except, ; except in the case cases of clause clauses (ii) or and (iii) above), for where the conflict, violation, breach, default, grants to others of any such breachesrights of termination, violationsamendment, defaults acceleration or other occurrencescancellation of, or notice, if any, that would not, individually or in the aggregate, not reasonably be expected to prevent or materially delay the ability of the Purchaser to consummate the transactions contemplated by this Agreement. (d) No Permit, Consent, waiting period expiration or termination, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of the Purchaser has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are is required in connection with the Acquired Assetsexecution or delivery by the Purchaser of this Agreement or the consummation of the transactions contemplated hereby other than the FDA Letters.

Authority, Non-Contravention, Required Filings. (a) Purchaser The Seller has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which the Seller is a Party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (including, but not limited to, the power and authority to cause each Affiliate of Seller who has any rights with respect to any Purchased Asset to sell, convey, transfer and assign such Purchased Asset to Purchaser in accordance with this Agreement). The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser, the other Transaction Documents and the performance by Purchaser the Seller of its obligations hereunder and thereunder and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate company action on the part of Purchaserthe Seller and its Affiliates. (b) This Agreement and each Purchase Confirmation has the other Transaction Documents to which the Seller is a Party have been duly executed and delivered by Purchaser the Seller, and constitutes a legal, valid and binding obligation of Purchaserthe Seller, enforceable against it in accordance with its respective terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Seller of this Agreement and each Purchase Confirmation by Purchaser do notthe other Transaction Documents to which the Seller is a Party, the performance by Purchaser the Seller of its obligations hereunder and thereunder thereunder, and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaserthe Seller or any of its Affiliates, (ii) constitute a material breach, materially violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of of, or notice with regard to, any contract or agreement to which Purchaser the Seller or an of its Affiliates is a party or is otherwise bound, or (iii) result in the creation of any Encumbrance (except for Permitted Encumbrances) upon the Purchased Assets or (iv) violate in any material respect any provision of any Law to which Purchaser is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this AgreementLaws. (d) Purchaser has all permitsNo Permit, licenses and registrations issued by Consent, waiting period expiration or obtained from a termination, approval or authorization of, or designation, declaration or filing with, any Governmental Entity that are Authority on the part of the Seller or any of its Affiliates is required in connection with the Acquired Assetsexecution or delivery by the Seller of this Agreement, or the consummation of the transactions contemplated hereby.

Authority, Non-Contravention, Required Filings. (a) Each Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransaction. The execution and delivery of this Agreement and by each Purchase Confirmation by Purchaser, and the performance by each Purchaser of its obligations hereunder and thereunder and the consummation by each Purchaser of the transactions contemplated hereby and therebyTransaction, have been duly authorized by all necessary corporate action on the part of Purchaser. As of the Closing, the execution and delivery of each Ancillary Agreement by each Purchaser or its Affiliates, and the performance by each Purchaser or its Affiliates of their obligations thereunder and the consummation by each Purchaser or its Affiliates of the transactions contemplated thereby, will have been duly authorized by all necessary corporate action on the part of each Purchaser or its Affiliates. (b) This Agreement and each Purchase Confirmation has been duly executed and delivered by each Purchaser and constitutes a valid and binding obligation of each Purchaser, enforceable against it in accordance with its terms, and, as of the Closing, each Ancillary Agreement will have been duly executed and delivered by each Purchaser or its Affiliates, and will constitute a valid and binding obligation of each Purchaser or its Affiliates, enforceable against it in accordance with its terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser Purchasers do not, and the execution and delivery by Purchasers or their respective Affiliates of each Ancillary Agreement as of the Closing, the performance by Purchaser Purchasers or their respective Affiliates of its their obligations hereunder and thereunder and the consummation by Purchaser Purchasers or their respective Affiliates of the transactions contemplated hereby and thereby will not, not (i) contravene any provision of the Organizational Documents of Purchaserany Purchaser or such Affiliate, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract contract, agreement or agreement Court Order to which any Purchaser or such Affiliate is a party or is otherwise bound, or (iii) assuming compliance with the matters referred to in Section 6.2(d), violate in any material respect any provision of any Law Laws to which any Purchaser or such Affiliate is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults violations or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser Purchasers to consummate the transactions contemplated by this AgreementTransaction. (d) No permit, consent, waiting period expiration or termination, approval or authorization of, or designation, declaration or filing with, any governmental entity on the part of a Purchaser has all permits, licenses and registrations issued by or obtained from any Affiliate of a Governmental Entity that are Purchaser is required in connection with the Acquired Assetsexecution or delivery by Purchasers or their respective Affiliates of this Agreement or any Ancillary Agreement or the consummation of the transactions contemplated hereby or thereby other than (i) filings or notices under the HSR Act and (ii) such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchasers to consummate the Transaction.

Authority, Non-Contravention, Required Filings. (a) Purchaser The Seller has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which the Seller is a Party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser, the other Transaction Documents to which the Seller is a Party and the performance by Purchaser the Seller of its obligations hereunder and thereunder and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate company action on the part of Purchaserthe Seller. (b) This Each of the Agreement and each Purchase Confirmation the other Transaction Documents to which the Seller is a Party has been duly executed and delivered by Purchaser the Seller, and constitutes a legal, valid and binding obligation of Purchaserthe Seller, enforceable against it in accordance with its respective terms, and, assuming due authorization, execution and delivery by the other parties thereto, this Agreement constitutes, and each Transaction Document to which it is a party shall, immediately after the Closing constitute, the Seller’s legal, valid and binding obligation, except as may be, in each case subject to case, limited by: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Seller of this Agreement and each Purchase Confirmation by Purchaser do notthe other Transaction Documents to which the Seller is a Party, the performance by Purchaser the Seller of its obligations hereunder and thereunder thereunder, and the consummation by Purchaser the Seller of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaserthe Seller, (ii) after giving effect to the Required Consents, constitute a material breach, materially violate the terms, conditions or provisions of, or result in a material default under, materially conflict with, or give to others any Person any rights of termination, amendment, termination or acceleration or cancellation of any contract or agreement to which Purchaser the Seller is a party or is otherwise boundbound (including the Acquired Contracts), or (iii) violate in any material respect any provision of any Law Laws applicable to which Purchaser is subjectSeller, exceptthe Business, in or the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this AgreementPurchased Assets. (d) Purchaser has all permitsNo Permit, licenses and registrations issued by Consent, approval, declaration or obtained from a filing with, or notice to, any Governmental Entity that are Authority on the part of the Seller is required in connection with the Acquired Assetsexecution or delivery by the Seller of this Agreement, or the consummation of the transactions contemplated hereby, other than the FDA Letters.

Authority, Non-Contravention, Required Filings. (a) The Purchaser has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation the other Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by Purchaserthe other Transaction Documents to which the Purchaser is a party, and the performance by the Purchaser of its obligations hereunder and thereunder thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby, have has been duly authorized by all necessary corporate action on the part of the Purchaser. (b) This Agreement and each Purchase Confirmation has the other Transaction Documents to which the Purchaser is a party have been duly executed and delivered by the Purchaser and each constitutes a valid and binding obligation of the Purchaser, enforceable against it in accordance with its terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery by the Purchaser of this Agreement and each Purchase Confirmation by the other Transaction Documents to which the Purchaser do notis a party, the performance by the Purchaser of its obligations hereunder and thereunder or thereunder, and the consummation by the Purchaser of the transactions contemplated hereby and thereby do not and will not, not (i) contravene any provision of the Organizational Documents of Purchaser, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract or agreement to which the Purchaser is a party or is otherwise bound, or (iii) violate in any material respect any provision of any Law Laws to which the Purchaser is subject, except, in the case of clause (ii) or (iii) above, for any such breaches, violations, defaults or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreement. (d) No Permit, Consent, waiting period expiration or termination, approval or authorization of, or designation, declaration or filing with, any Governmental Authority on the part of the Purchaser has all permits, licenses and registrations issued by or obtained from a Governmental Entity that are is required in connection with the Acquired Assetsexecution or delivery by the Purchaser of this Agreement or the consummation of the transactions contemplated hereby.

Authority, Non-Contravention, Required Filings. (a) Purchaser Each Seller has the requisite corporate power and authority to execute and deliver this Agreement and each Purchase Confirmation and to perform its obligations hereunder hereunder, and thereunder each Seller and each of its Affiliates holding Acquired Assets has the requisite power and authority to consummate the transactions contemplated hereby and therebyTransaction. The execution and delivery of this Agreement and by each Purchase Confirmation by PurchaserSeller, and the performance by Purchaser Sellers of its their obligations hereunder and thereunder and the consummation by Purchaser Sellers and each of their respective Affiliates holding Acquired Assets of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of Purchasereach Seller or such Affiliates, as applicable. As of the Closing, the execution and delivery of each Ancillary Agreement by each Seller or its Affiliates, and the performance by Sellers or their respective Affiliates holding Acquired Assets of their obligations thereunder and the consummation by Sellers or their respective Affiliates holding Acquired Assets of the transactions contemplated thereby, will have been duly authorized by all necessary corporate action on the part of each Seller or its Affiliates. (b) This Agreement and each Purchase Confirmation has been duly executed and delivered by Purchaser each Seller and constitutes a valid and binding obligation of Purchasereach Seller, enforceable against it in accordance with its terms, and, as of the Closing, each Ancillary Agreement will have been duly executed and delivered by each Seller or its Affiliates, and will constitute a valid and binding obligation of each Seller or its Affiliates, enforceable against it in accordance with its terms, in each case subject to to: (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally generally; and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). (c) The execution and delivery of this Agreement and each Purchase Confirmation by Purchaser Sellers do not, and the execution and delivery of each Ancillary Agreement by Sellers or their respective Affiliates as of the Closing, the performance by Purchaser Sellers or their respective Affiliates of its their obligations hereunder and thereunder or thereunder, and the consummation by Purchaser Sellers or such Affiliates of the transactions contemplated hereby and or thereby will not, not (i) contravene any provision of the Organizational Documents of Purchaserany Seller or such Affiliate, (ii) constitute a breach, violate the terms, conditions or provisions of, or result in a material default under, or give to others any rights of termination, amendment, acceleration or cancellation of any contract contract, agreement, Permit or agreement Court Order to which Purchaser any Seller or such Affiliate is a party or is otherwise bound, or (iii) result in the creation of any Encumbrance upon the Acquired Assets or (iv) assuming compliance with the matters referred to in Section 5.2(d), violate in any material respect any provision of any Law Laws to which Purchaser any Seller or such Affiliate is subject, except, in the case of clause (ii) or (iiiiv) above, for any such breaches, violations, defaults violations or other occurrences, if any, that would not, individually or in the aggregate, reasonably be expected to prevent or materially delay the ability of Purchaser to consummate the transactions contemplated by this Agreementhave a Material Adverse Effect. (d) Purchaser has all permitsNo permit, licenses and registrations issued by consent, waiting period expiration or obtained from termination, approval or authorization of, or designation, declaration or filing with, any governmental entity on the part of a Governmental Entity that are Seller or any Affiliate of a Seller is required in connection with the Acquired Assetsexecution or delivery by Sellers of this Agreement, the execution and delivery by Sellers or their respective Affiliates of each Ancillary Agreement as of the Closing, or the consummation of the transactions contemplated hereby or thereby other than (i) filings or notices under the HSR Act and (ii) such permits, consents, approvals, authorizations, designations, declarations or filings the absence of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.