Common use of Corporate Authorization; Noncontravention Clause in Contracts

Corporate Authorization; Noncontravention. (a) Xxxxxx has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the Consents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the Transactions to the extent applicable to Xxxxxx. The execution, delivery and performance by Xxxxxx of this Agreement, and the consummation by it of the Transactions to the extent applicable to Xxxxxx, have been duly authorized by all necessary corporate action on the part of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery hereof by the Parties, constitutes a legal, valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by Xxxxxx, nor the consummation by it of the Transactions to the extent applicable to Xxxxxx, nor performance or compliance by Xxxxxx with any of the terms or provisions hereof applicable to Xxxxxx, will, 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 the organizational documents of Xxxxxx, or (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 Xxxxxx.

Corporate Authorization; Noncontravention. (a) Xxxxxx has all necessary corporate power and corporate authority to execute and deliver this Agreement and to perform its obligations hereunder and, subject to the Consents required for the Merger Transaction and the other transactions contemplated by the Merger Agreement, to consummate the Transactions to the extent applicable to Xxxxxx. The execution, delivery and performance by Xxxxxx of this Agreement, and the consummation by it of the Transactions to the extent applicable to Xxxxxx, have been duly authorized by all necessary corporate action on the part of Xxxxxx. This Agreement has been duly executed and delivered by Xxxxxx and, assuming due authorization, execution and delivery hereof by the Parties, constitutes a legal, valid and binding obligation of Xxxxxx, enforceable against Xxxxxx in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar Laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) Neither the execution and delivery of this Agreement by Xxxxxx, nor the consummation by it of the Transactions to the extent applicable to Xxxxxx, nor performance or compliance by Xxxxxx with any of the terms or provisions hereof applicable to Xxxxxx, will, 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 the organizational documents of Xxxxxx, or (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 XxxxxxAbbott.