Corporate Organization, Good Standing, Power. Buyer is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota. Buyer has the requisite corporate power and authority to execute and deliver this Agreement and the other agreements contemplated hereby and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Buyer, the execution and delivery by Buyer of the other agreements contemplated hereby, and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer and no other or further corporate proceedings will be necessary for the execution and delivery of such agreements by Buyer, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by Buyer and constitutes a legal, valid and binding obligation of Buyer enforceable against such Buyer in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, moratorium, reorganization or other laws of general applicability relating to or affecting the enforcement of creditors' rights and general principles of equity.
Corporate Organization, Good Standing, Power. Par is duly organized, validly existing and in good standing under the laws of the State of Delaware. Par has the requisite corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements contemplated hereby to which it is to be a party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by Par, the execution and delivery by Par of the other Transaction Agreements to which it is to be a party, and the consummation by Par of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Par and no other or further corporate actions or proceedings will be necessary for the execution and delivery of such agreements by Par, the performance by Par of its obligations hereunder and thereunder and the consummation by Par of the transactions contemplated hereby or thereby. Each of the Transaction Agreements to which it is to be a party, at the time such agreement is delivered by Par, will have been duly executed and delivered by Par and will constitute a legal, valid and binding obligation of Par enforceable against Par in accordance with its terms.
Corporate Organization, Good Standing, Power. Mylan is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Pennsylvania. Mylan has the requisite corporate power and authority to execute and deliver the Transaction Agreements and to consummate the transactions contemplated hereby and thereby, as applicable, including delivery of the Mylan Deliverables. Each Transaction Agreement, at the time such agreement is delivered by Mylan, will have been duly executed and delivered by Mylan and constitutes legal, valid and binding obligations of Mylan, enforceable against Mylan, in accordance with its terms.
Corporate Organization, Good Standing, Power. Cumberland is a corporation duly organized, validly existing and in good standing under the laws of the State of Tennessee. Cumberland has the requisite corporate power and authority to execute and deliver the Transaction Agreements, and to consummate the transactions contemplated hereby and thereby, as applicable, including delivery of the Cumberland Deliverables and payment of the Royalty. The execution and delivery by Cumberland of the Transaction Agreements, as applicable, and the consummation by Cumberland of the transactions contemplated hereby and thereby, as applicable, have been duly authorized by all necessary corporate action on the part of Cumberland, and no other or further corporate actions or proceedings will be necessary for the execution and delivery of such agreements, as applicable, by Cumberland, the performance by Cumberland of its obligations hereunder and thereunder, as applicable, and the consummation by Cumberland of the transactions contemplated hereby or thereby, as applicable. Each Transaction Agreement, at the time such agreement is delivered by Cumberland, will have been duly executed and delivered by Cumberland and constitutes legal, valid and binding obligations of Cumberland, enforceable against Cumberland in accordance with its terms.
