Due Authority; No Breach. The execution, delivery and performance by CIMA of this Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMA. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by Alamo) the legal, valid and binding obligation of CIMA, in each case enforceable against CIMA in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMA. All persons who have executed this Agreement on behalf of CIMA, or who will execute on behalf of CIMA any agreement or instrument contemplated by this Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement or any such other agreement or instrument by CIMA, nor the performance of the obligations contemplated hereby and thereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or governmental body against, or affecting or binding upon, CIMA or upon the securities, property or business of CIMA, or (iii) constitute a violation by CIMA of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or to the property or business of CIMA except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s ability to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby.
Due Authority; No Breach. The execution, delivery and performance by KU of this Agreement, and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by KU. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by KU in accordance with the provisions hereof, will be (assuming due execution and delivery hereof and thereof by Alkermes) the legal, valid and binding obligation of KU, in each case enforceable against KU in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against KU. All persons who have executed this Agreement on behalf of KU, or who will execute on behalf of KU any agreement or instrument contemplated by this Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement by KU, or any such other agreement or instrument by KU, nor the performance of the obligations contemplated hereby and thereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of or result in the acceleration of any obligation under, or constitute a default under any provision of the Articles of Incorporation or By-laws of KU or any material contract or any other material obligation to which KU is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or government body against, or affecting or binding upon, KU or upon the securities, property or business of KU, or (iii) constitute a violation by KU of any applicable law or regulation of any jurisdiction as such law or regulation relates to KU or to the property or business of KU, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on KU’s ability to perform its obligations under this Agreement or any agreement or instrument contemplated hereby.
Due Authority; No Breach. The execution and delivery by Purchaser of this Agreement, and Purchaser's Ancillary Documents, and the consummation by Purchaser of the transactions contemplated in this Agreement, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and Purchaser's Ancillary Documents have been duly executed and delivered by Purchaser, and this Agreement and Purchaser's Ancillary Documents are legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms except as such enforceability may be affected by any applicable bankruptcy, insolvency, equitable subordination, reorganization or similar laws and general principles of equity pertaining to the enforcement of creditors' rights. Neither the execution and delivery by Purchaser of this Agreement or any of Purchaser's Documents, nor the consummation by Purchaser of the transactions contemplated in this Agreement, nor the compliance by Purchaser with or fulfillment by Purchaser of the terms and provisions hereof or thereof will (i) conflict with or result in a breach or violation of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Purchaser, or (ii) with or without the giving of notice of lapse of time or both, conflict with or result in a breach or violation of, or default under, or permit the acceleration of any obligation under any provision of any Contract, Permit, Lien or other instrument or restriction of any kind to which Purchaser is a party or by which Purchaser is otherwise bound or affected, or (iii) violate any order, writ, injunction, decree, award, statute, rule or regulation applicable to Purchaser.
Due Authority; No Breach. The execution, delivery and performance by Seller of this Agreement and of every other agreement or instrument to be executed and delivered by Seller pursuant to this Agreement, and the performance by Seller of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Seller, and each other agreement or instrument to be executed and delivered by Seller pursuant to this Agreement, when executed and delivered by Seller, in accordance with the provisions hereof and thereof, will be 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 or other similar laws from time to time in effect which affect the enforcement of creditors' rights in general and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). All persons who have executed this Agreement on behalf of Seller, or who will execute on behalf of Seller any agreement or instrument contemplated by this Agreement, have been duly authorized to do so by all necessary corporate action. Assuming receipt by Barry and Seller of the consents of the Huntington National Bank and Mexxxxxlitan Life Insurance Company to the transactions contemplated by this Agreement, the receipt of which consents are conditions to Buyer, Seller and Barry's obligations under this Agreement and except as otherwise disclosed in Exhibit 5 to this Agreement, neither the execution and delivery of this Agreement or any other agreement or instrument to be executed or delivered by Seller pursuant to this Agreement nor the consummation by Seller of the transactions contemplated hereby or thereby will (i) conflict with or result in any violation of or constitute a default under any provision of the charter (articles) or by-laws (regulations) of Seller or any mortgage, bond, indenture, agreement, franchise or other instrument or obligation to which Seller is a party or by which Seller is bound, (ii) result in the creation of any lien or other encumbrance upon any of the Transferred Assets pursuant to the terms of any such mortgage, bond, indenture, agreement, franchise or other instrument or obligation, or (iii) violate any judgment, order, injunction, decree or award of any court, administrative agency or government body against, or binding upon,...
Due Authority; No Breach. The execution, delivery and performance by Lilly of this Agreement, the Manufacturing Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by Lilly. This Agreement and the Manufacturing Agreement are, and each agreement or instrument contemplated by this Agreement, when executed and delivered by Lilly in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by JMED), the legal, valid and binding obligation of Lilly, in each case enforceable against Lilly in accordance with its
Due Authority; No Breach. The execution, delivery and performance by JMED of this Agreement, the Manufacturing Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by JMED. This Agreement and the Manufacturing Agreement are, and each agreement or instrument contemplated by this Agreement, when executed and delivered by JMED in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by Lilly) the legal, valid and binding obligation of JMED, in each case enforceable against JMED in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against JMED. All Persons who have executed this Agreement or the Manufacturing Agreement on behalf of JMED, or who will execute on behalf of JMED any agreement or instrument contemplated by this Agreement or
Due Authority; No Breach. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by Seller and shareholder action by the Shareholders. This Agreement has been duly executed and delivered by Seller and the Shareholders, and is the legal, valid and binding obligation of Seller
Due Authority; No Breach. The execution and delivery by Buyer of this Agreement, and the consummation by Buyer of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of Buyer. This Agreement is duly executed and delivered by Buyer and is the legal, valid and binding obligation of buyer, enforceable against buyer in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms and provisions hereof will (i) conflict with or result in a breach or violation of any of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, or (ii) with or without the giving of notice or lapse of time or both, conflict with or result in a breach or violation of, or default under, or permit the acceleration of any obligation under, any provision of any agreement, indenture, mortgage, lien, lease or other instrument or restriction of any kind to which buyer is a party or by which Buyer is otherwise bound or affected, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to buyer.
Due Authority; No Breach. The execution, delivery and performance by CLP of this Agreement, and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary organizational action by CLP. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CLP in accordance with the provisions hereof, will be (assuming due execution and delivery hereof and thereof by AND the legal, valid and binding obligation of CLP, in each case enforceable against CLP in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors rights generally and by legal and equitable limitations on
Due Authority; No Breach. The execution, delivery and performance by CIMA of this Agreement and the performance of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by CIMA. Neither the execution and delivery of this Agreement, nor the performance of the obligations contemplated hereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or governmental body against, or affecting or binding upon, CIMA or upon the securities, property or business of CIMA, or (iii) constitute a violation by CIMA of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or to the property or business of CIMA except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA's ability to perform its obligations under this Agreement.
