Common use of Corporate Authorization; Noncontravention Clause in Contracts

Corporate Authorization; Noncontravention. (a) Each of Purchaser and Purchaser Parent has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, in the case of Purchaser, to consummate the Transactions. The execution, delivery and performance by each of Purchaser and Purchaser Parent of this Agreement, and, in the case of Purchaser, the consummation by Purchaser of the Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser and Purchaser Parent. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent and, assuming due authorization, execution and delivery hereof by Seller and Xxxxxx, constitutes a legal, valid and binding obligation of each of Purchaser and Purchaser Parent, enforceable against each of Purchaser and Purchaser Parent in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Designated Purchasers has all necessary corporate or limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by each of the Designated Purchasers of each Ancillary Agreement to which it will be a party, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Designated Purchaser. Each Ancillary Agreement, assuming due authorization, execution and delivery thereof by the other parties thereto (other than any other Designated Purchaser), will constitute a legal, valid and binding obligation of each of the Designated Purchasers (to the extent a party thereto) enforceable against each of the Designated Purchasers (to the extent a party thereto) in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (c) The execution and delivery of this Agreement by each of Purchaser and Purchaser Parent, the execution and delivery of each of the Ancillary Agreements by each Designated Purchaser that will be a party thereto, the consummation by each Designated Purchaser of the Transactions, the performance and compliance by each of Purchaser and Purchaser Parent with any of the terms or provisions hereof, and the performance and compliance by each Designated Purchaser with any of the terms or provisions of each Ancillary Agreement to which it will be a party, will not, (i) conflict with or violate any provision of the corporate organizational documents of Purchaser or Purchaser Parent or similar organizational documents of any Designated Purchaser, (ii) violate any Law or Judgment applicable to any Designated Purchaser, or by which any Designated Purchaser may be bound or affected, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, require any Consent under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of any material Contract to which any Designated Purchaser is a party or accelerate any Designated Purchaser’s obligations under any such material Contract, or (iv) result in the creation of any Lien (other than Permitted Liens) on any asset of any Designated Purchaser, except, in the case of clauses (ii), (iii) or (iv), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions.

Corporate Authorization; Noncontravention. (a) Each of Purchaser and Purchaser Parent Seller has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, in subject to the case of PurchaserConsents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the Transactions. The execution, delivery and performance by each of Purchaser and Purchaser Parent Seller of this Agreement, and, in the case of Purchaser, and the consummation by Purchaser it of the Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser and Purchaser ParentSeller. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent Seller and, assuming due authorization, execution and delivery hereof by Seller Purchaser and Xxxxxx, constitutes a legal, valid and binding obligation of each of Purchaser and Purchaser ParentSeller, enforceable against each of Purchaser and Purchaser Parent Seller in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Designated Purchasers Asset Seller Entity has all necessary corporate or limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party and to perform its obligations thereunder and, subject to the Consents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the transactions contemplated thereby. The execution, delivery and performance by each of the Designated Purchasers Asset Seller Entity of each Ancillary Agreement to which it will be a party, and the consummation by each such Person entity of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Designated PurchaserAsset Seller Entity. Each Ancillary Agreement, assuming due authorization, execution and delivery thereof by the other parties thereto (other than any other Designated PurchaserAsset Seller Entity), will constitute a legal, valid and binding obligation of each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) enforceable against each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (c) The execution and delivery of this Agreement by each of Purchaser and Purchaser ParentSeller, the execution and delivery of each of the Ancillary Agreements by each Designated Purchaser Asset Seller Entity that will be a party thereto, the consummation by each Designated Purchaser the Asset Seller Entities of the Transactions, the performance and compliance by each of Purchaser and Purchaser Parent Seller with any of the terms or provisions hereof, and the performance and compliance by each Designated Purchaser Asset Seller Entity with any of the terms or provisions of each Ancillary Agreement to which it will be a party, will not, subject to the receipt of the Consents required to consummate the Merger Transaction as set forth in the Merger Agreement, (i) conflict with or violate any provision of (A) the corporate organizational documents of Purchaser Seller Charter Documents or Purchaser Parent or similar (B) the equivalent organizational documents of any Designated Purchaserother Asset Seller Entity, (ii) assuming the Consents and other filings referred to in Section 4.03 are made or obtained (including the termination or expiration prior to the Closing of any applicable waiting periods), violate any Law or Judgment applicable to any Designated PurchaserAsset Seller Entity (to the extent related to the Business or the Transactions), the Business or any of the Purchased Assets, or by which any Designated Purchaser Asset Seller Entity (to the extent related to the Business or the Transactions), the Business or any of the Purchased Assets may be bound or affected, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, require any Consent under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of of, any material Contract to which any Designated Purchaser Asset Seller Entity is a party to the extent related to the Business, the Transactions or any of the Purchased Assets, or accelerate any Designated PurchaserAsset Seller Entity’s obligations under any such material Contract, Contract to the extent applicable to the Business or the Transactions or (iv) result in the creation of any Lien (other than Permitted Liens) on any asset of any Designated Purchaserthe Purchased Assets, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, in the case of clauses (ii), (iii) or (iv), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect be material to the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsBusiness.

Corporate Authorization; Noncontravention. (a) Each of Purchaser and Purchaser Parent Seller has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, in subject to the case of PurchaserConsents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the Transactions. The execution, delivery and performance by each of Purchaser and Purchaser Parent Seller of this Agreement, and, in the case of Purchaser, and the consummation by Purchaser it of the Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser and Purchaser ParentSeller. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent Seller and, assuming due authorization, execution and delivery hereof by Seller Purchaser and Xxxxxx, constitutes a legal, valid and binding obligation of each of Purchaser and Purchaser ParentSeller, enforceable against each of Purchaser and Purchaser Parent Seller in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Designated Purchasers Asset Seller Entity has all necessary corporate or limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party and to perform its obligations thereunder and, subject to the Consents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the transactions contemplated thereby. The execution, delivery and performance by each of the Designated Purchasers Asset Seller Entity of each Ancillary Agreement to which it will be a party, and the consummation by each such Person entity of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Designated PurchaserAsset Seller Entity. Each Ancillary Agreement, assuming due authorization, execution and delivery thereof by the other parties thereto (other than any other Designated PurchaserAsset Seller Entity), will constitute a legal, valid and binding obligation of each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) enforceable against each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (c) The execution and delivery of this Agreement by each of Purchaser and Purchaser ParentSeller, the execution and delivery of each of the Ancillary Agreements by each Designated Purchaser Asset Seller Entity that will be a party thereto, the consummation by each Designated Purchaser the Asset Seller Entities of the Transactions, the performance and compliance by each of Purchaser and Purchaser Parent Seller with any of the terms or provisions hereof, and the performance and compliance by each Designated Purchaser Asset Seller Entity with any of the terms or provisions of each Ancillary Agreement to which it will be a party, will not, subject to the receipt of the Consents required to consummate the Merger Transaction as set forth in the Merger Agreement, (i) conflict with or violate any provision of (A) the corporate organizational documents of Purchaser Seller Charter Documents or Purchaser Parent or similar (B) the equivalent organizational documents of any Designated Purchaserother Asset Seller Entity, (ii) assuming the Consents and other filings referred to in Section 4.03 are made or obtained (including the termination or expiration prior to the Closing of any applicable waiting periods), violate any Law or Judgment applicable to any Designated PurchaserAsset Seller Entity (to the extent related to the Triage Business or the Transactions), the Triage Business or any of the Purchased Assets, or by which any Designated Purchaser Asset Seller Entity (to the extent related to the Triage Business or the Transactions), the Triage Business or any of the Purchased Assets may be bound or affected, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, require any Consent under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of of, any material Contract to which any Designated Purchaser Asset Seller Entity is a party to the extent related to the Triage Business, the Transactions or any of the Purchased Assets, or accelerate any Designated PurchaserAsset Seller Entity’s obligations under any such material Contract, Contract to the extent applicable to the Triage Business or the Transactions or (iv) result in the creation of any Lien (other than Permitted Liens) on any asset of any Designated Purchaserthe Purchased Assets, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, in the case of clauses (ii), (iii) or (iv), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect be material to the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsTriage Business.

Corporate Authorization; Noncontravention. (a) Each of Purchaser and Purchaser Parent Seller has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, in subject to the case of PurchaserConsents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the Transactions. The execution, delivery and performance by each of Purchaser and Purchaser Parent Seller of this Agreement, and, in the case of Purchaser, and the consummation by Purchaser it of the Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser and Purchaser ParentSeller. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent Seller and, assuming due authorization, execution and delivery hereof by Seller Purchaser and XxxxxxAbbott, constitutes a legal, valid and binding obligation of each of Purchaser and Purchaser ParentSeller, enforceable against each of Purchaser and Purchaser Parent Seller in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Designated Purchasers Asset Seller Entity has all necessary corporate or limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party and to perform its obligations thereunder and, subject to the Consents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the transactions contemplated thereby. The execution, delivery and performance by each of the Designated Purchasers Asset Seller Entity of each Ancillary Agreement to which it will be a party, and the consummation by each such Person entity of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Designated PurchaserAsset Seller Entity. Each Ancillary Agreement, assuming due authorization, execution and delivery thereof by the other parties thereto (other than any other Designated PurchaserAsset Seller Entity), will constitute a legal, valid and binding obligation of each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) enforceable against each of the Designated Purchasers Asset Seller Entity (to the extent a party thereto) in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (c) The execution and delivery of this Agreement by each of Purchaser and Purchaser ParentSeller, the execution and delivery of each of the Ancillary Agreements by each Designated Purchaser Asset Seller Entity that will be a party thereto, the consummation by each Designated Purchaser the Asset Seller Entities of the Transactions, the performance and compliance by each of Purchaser and Purchaser Parent Seller with any of the terms or provisions hereof, and the performance and compliance by each Designated Purchaser Asset Seller Entity with any of the terms or provisions of each Ancillary Agreement to which it will be a party, will not, subject to the receipt of the Consents required to consummate the Merger Transaction as set forth in the Merger Agreement, (i) conflict with or violate any provision of (A) the corporate organizational documents of Purchaser Seller Charter Documents or Purchaser Parent or similar (B) the equivalent organizational documents of any Designated Purchaserother Asset Seller Entity, (ii) assuming the Consents and other filings referred to in Section 4.03 are made or obtained (including the termination or expiration prior to the Closing of any applicable waiting periods), violate any Law or Judgment applicable to any Designated PurchaserAsset Seller Entity (to the extent related to the Triage Business or the Transactions), the Triage Business or any of the Purchased Assets, or by which any Designated Purchaser Asset Seller Entity (to the extent related to the Triage Business or the Transactions), the Triage Business or any of the Purchased Assets may be bound or affected, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, require any Consent under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of of, any material Contract to which any Designated Purchaser Asset Seller Entity is a party to the extent related to the Triage Business, the Transactions or any of the Purchased Assets, or accelerate any Designated PurchaserAsset Seller Entity’s obligations under any such material Contract, Contract to the extent applicable to the Triage Business or the Transactions or (iv) result in the creation of any Lien (other than Permitted Liens) on any asset of any Designated Purchaserthe Purchased Assets, except, in the case of clause (iii), as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and, in the case of clauses (ii), (iii) or (iv), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect be material to the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the TransactionsTriage Business.

Corporate Authorization; Noncontravention. (a) Each of Purchaser and Purchaser Parent has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, in the case of Purchaser, to consummate the Transactions. The execution, delivery and performance by each of Purchaser and Purchaser Parent of this Agreement, and, in the case of Purchaser, the consummation by Purchaser of the Transactions, have been duly authorized by all necessary corporate action on the part of Purchaser and Purchaser Parent. This Agreement has been duly executed and delivered by each of Purchaser and Purchaser Parent and, assuming due authorization, execution and delivery hereof by Seller and XxxxxxAbbott, constitutes a legal, valid and binding obligation of each of Purchaser and Purchaser Parent, enforceable against each of Purchaser and Purchaser Parent in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (b) Each of the Designated Purchasers has all necessary corporate or limited liability company power and authority to execute and deliver each of the Ancillary Agreements to which it will be a party and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance by each of the Designated Purchasers of each Ancillary Agreement to which it will be a party, and the consummation by each such Person of the transactions contemplated thereby, have been duly authorized by all necessary corporate or limited liability company action on the part of each of Designated Purchaser. Each Ancillary Agreement, assuming due authorization, execution and delivery thereof by the other parties thereto (other than any other Designated Purchaser), will constitute a legal, valid and binding obligation of each of the Designated Purchasers (to the extent a party thereto) enforceable against each of the Designated Purchasers (to the extent a party thereto) in accordance with its terms, except that such enforceability may be limited by and is subject to the Bankruptcy and Equity Exception. (c) The execution and delivery of this Agreement by each of Purchaser and Purchaser Parent, the execution and delivery of each of the Ancillary Agreements by each Designated Purchaser that will be a party thereto, the consummation by each Designated Purchaser of the Transactions, the performance and compliance by each of Purchaser and Purchaser Parent with any of the terms or provisions hereof, and the performance and compliance by each Designated Purchaser with any of the terms or provisions of each Ancillary Agreement to which it will be a party, will not, (i) conflict with or violate any provision of the corporate organizational documents of Purchaser or Purchaser Parent or similar organizational documents of any Designated Purchaser, (ii) violate any Law or Judgment applicable to any Designated Purchaser, or by which any Designated Purchaser may be bound or affected, (iii) violate or constitute a breach of or default (with or without notice or lapse of time, or both) under, require any Consent under, or give rise to a right of termination, modification, or cancelation of any obligation or to the loss of any benefit under any of the terms or provisions of any material Contract to which any Designated Purchaser is a party or accelerate any Designated Purchaser’s obligations under any such material Contract, or (iv) result in the creation of any Lien (other than Permitted Liens) on any asset of any Designated Purchaser, except, in the case of clauses (ii), (iii) or (iv), as would not, individually or in the aggregate, reasonably be expected to materially and adversely affect the ability of any Designated Purchaser to carry out its obligations under this Agreement or the Ancillary Agreements and to consummate the Transactions.