Common use of Due Authorization; Enforceability; No Conflict Clause in Contracts

Due Authorization; Enforceability; No Conflict. (a) The execution, delivery and performance of this Agreement and the Horizon Transfer Documents have been duly authorized by all requisite corporate action on the part of Horizon. This Agreement has been duly executed and delivered by Horizon and constitutes, and each of the Horizon Transfer Documents when executed and delivered will constitute, the valid and binding obligation of Horizon, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto or any other Schedule to this Agreement, the execution, delivery and performance by Horizon of this Agreement and the Horizon Transfer Documents and the consummation of the transactions contemplated hereby and thereby will not: (i) violate any provision of the Certificate of Incorporation or By-laws of Horizon; (ii) result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial or administrative order, award, judgment or decree applicable to any Horizon; (iv) conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon is a party or by which it is bound; (v) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any Horizon; or (vi) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Horizon to obtain the consent, approval or authorization of, or require Horizon to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of the Closing Date), on the Closing Date the execution, delivery and performance by the Company of the Company Transfer Documents and the consummation of the transactions contemplated thereby will not (and with respect to the making of this representation and warranty by Horizon, to Horizon's knowledge): (i) violate any provision of the Certificate of Incorporation or By-laws of any the Company; (ii) except with respect to any Deferred Assigned Contract during any period prior to the time at which any required third party consent to assignment thereof shall have obtained, result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to the Company; (iv) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any the Company; or (vi) except for the Consents on Schedule 4.2 hereto (as updated as of the Closing Date), require the Company to obtain the consent, approval or authorization of, or require any the Company to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. To the extent, if any, the representations and warranties made by Horizon and the Company in the preceding sentence are the same in all material respects to the representations and warranties from Pfizer and the Company to Horizon and Arrow in Section 4.1(a) of the Stock Purchase Agreement, Arrow's remedy for a breach of such representations and warranties shall be against Pfizer under the Stock Purchase Agreement.

Due Authorization; Enforceability; No Conflict. (a) The execution, delivery delivery, and performance of this Agreement and the Horizon IFM Transfer Documents have been duly authorized by all requisite corporate action on the part of HorizonIFM. This Agreement has been duly executed and delivered by Horizon IFM and constitutes, and each of the Horizon IFM Transfer Documents when executed and delivered will constitute, the valid and binding obligation obligations of HorizonIFM, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization reorganization, and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on expressly described in Schedule 4.2 attached hereto or any other Schedule to this Agreement4.2, the execution, delivery delivery, and performance by Horizon IFM of this Agreement and IFM Transfer Documents, the Horizon Transfer Documents assignment of IFM's Rights under the Assigned Contracts, and the consummation of the transactions contemplated hereby and thereby will not: : (ia) violate any provision of the Certificate Articles of Incorporation or By-laws bylaws of Horizon; IFM; (iib) result in the creation of any Encumbrances liens, security interests, or encumbrances upon any of the Purchased Assets; ; (iiic) violate any provision of any judicial or administrative order, award, judgment judgment, or decree applicable to any Horizon; IFM; (ivd) conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon IFM is a party or by which it is bound; ; (ve) violate, in any material respect, any applicable law, rule, ordinance ordinance, or regulation applicable to any HorizonIFM; or or (vif) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Horizon IFM to obtain the consent, approval approval, or authorization of, or require Horizon IFM to file any certificate, notice, application, report or other document with, any federal, state state, or local governmental authority or agency agency, any lender or lien holder, or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of the Closing Date), on the Closing Date the execution, delivery and performance by the Company of the Company Transfer Documents and the consummation of the transactions contemplated thereby will not (and with respect to the making of this representation and warranty by Horizon, to Horizon's knowledge): (i) violate any provision of the Certificate of Incorporation or By-laws of any the Company; (ii) except with respect to any Deferred Assigned Contract during any period prior to the time at which any required third party consent to assignment thereof shall have obtained, result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to the Company; (iv) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any the Company; or (vi) except for the Consents on Schedule 4.2 hereto (as updated as of the Closing Date), require the Company to obtain the consent, approval or authorization of, or require any the Company to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. To the extent, if any, the representations and warranties made by Horizon and the Company in the preceding sentence are the same in all material respects to the representations and warranties from Pfizer and the Company to Horizon and Arrow in Section 4.1(a) of the Stock Purchase Agreement, Arrow's remedy for a breach of such representations and warranties shall be against Pfizer under the Stock Purchase Agreement.

Due Authorization; Enforceability; No Conflict. (a) The execution, delivery delivery, and performance of this Agreement and the Horizon IFM Transfer Documents have been duly authorized by all requisite corporate action on the part of HorizonIFM. This Agreement has been duly executed and delivered by Horizon IFM and constitutes, and each of the Horizon IFM Transfer Documents when executed and delivered will constitute, the valid and binding obligation obligations of HorizonIFM, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization reorganization, and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on expressly described in Schedule 4.2 attached hereto or any other Schedule to this Agreement4.2, the execution, delivery delivery, and performance by Horizon IFM of this Agreement and IFM Transfer Documents, the Horizon Transfer Documents assignment of IFM's rights under the Assigned Contracts, and the consummation of the transactions contemplated hereby and thereby will not: : (ia) violate any provision of the Certificate Articles of Incorporation or By-laws bylaws of Horizon; IFM; (iib) result in the creation of any Encumbrances liens, security interests, or encumbrances upon any of the Purchased Assets; , assuming the consents set forth on Schedule 4.2 are obtained; (iiic) violate any provision of any judicial or administrative order, award, judgment judgment, or decree applicable to any Horizon; IFM; (ivd) conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon IFM is a party or by which it is bound; , assuming the consents set forth on Schedule 4.2 are obtained; (ve) violate, in any material respect, any applicable law, rule, ordinance ordinance, or regulation applicable to any HorizonIFM; or or (vif) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Horizon IFM to obtain the consent, approval approval, or authorization of, or require Horizon IFM to file any certificate, notice, application, report or other document with, any federal, state state, or local governmental authority or agency agency, any lender or lien holder, or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of the Closing Date), on the Closing Date the execution, delivery and performance by the Company of the Company Transfer Documents and the consummation of the transactions contemplated thereby will not (and with respect to the making of this representation and warranty by Horizon, to Horizon's knowledge): (i) violate any provision of the Certificate of Incorporation or By-laws of any the Company; (ii) except with respect to any Deferred Assigned Contract during any period prior to the time at which any required third party consent to assignment thereof shall have obtained, result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to the Company; (iv) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any the Company; or (vi) except for the Consents on Schedule 4.2 hereto (as updated as of the Closing Date), require the Company to obtain the consent, approval or authorization of, or require any the Company to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. To the extent, if any, the representations and warranties made by Horizon and the Company in the preceding sentence are the same in all material respects to the representations and warranties from Pfizer and the Company to Horizon and Arrow in Section 4.1(a) of the Stock Purchase Agreement, Arrow's remedy for a breach of such representations and warranties shall be against Pfizer under the Stock Purchase Agreement.

Due Authorization; Enforceability; No Conflict. (a) The execution, delivery delivery, and performance of this Agreement and the Horizon Transfer Documents have been duly authorized by all requisite corporate action on the part of Horizon. This Agreement has been duly executed and delivered by Horizon and constitutes, and each of the Horizon Transfer Documents when executed and delivered will constitute, the valid and binding obligation of Horizon, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization reorganization, and similar laws affecting the enforcement enforceability of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 5.2 attached hereto or any other Schedule to this Agreementhereto, the execution, delivery delivery, and performance by Horizon of this Agreement and the Horizon Transfer Documents and the consummation of the transactions contemplated hereby and thereby will not: : (ia) violate Violate any provision of the Certificate Articles of Incorporation or By-laws bylaws of Horizon; ; (iib) result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate Violate any provision of any judicial judicial, arbitral, or administrative order, award, judgment judgment, or decree applicable to any Horizon; ; (ivc) conflict Conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon is a party or by which it is bound; ; (vd) violateViolate, in any material respect, any applicable law, rule, ordinance ordinance, or regulation applicable to any Horizon; or or (vie) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Require Horizon to obtain the consent, approval approval, or authorization of, or require Horizon to file any a certificate, notice, application, report report, or other document with, any federal, state state, or local governmental authority or agency agency, lender, lien holder, or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of the Closing Date), on the Closing Date the execution, delivery and performance by the Company of the Company Transfer Documents and the consummation of the transactions contemplated thereby will not (and with respect to the making of this representation and warranty by Horizon, to Horizon's knowledge): (i) violate any provision of the Certificate of Incorporation or By-laws of any the Company; (ii) except with respect to any Deferred Assigned Contract during any period prior to the time at which any required third party consent to assignment thereof shall have obtained, result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to the Company; (iv) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any the Company; or (vi) except for the Consents on Schedule 4.2 hereto (as updated as of the Closing Date), require the Company to obtain the consent, approval or authorization of, or require any the Company to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. To the extent, if any, the representations and warranties made by Horizon and the Company in the preceding sentence are the same in all material respects to the representations and warranties from Pfizer and the Company to Horizon and Arrow in Section 4.1(a) of the Stock Purchase Agreement, Arrow's remedy for a breach of such representations and warranties shall be against Pfizer under the Stock Purchase Agreement.

Due Authorization; Enforceability; No Conflict. (a) The execution, delivery delivery, and performance of this Agreement and the Horizon Transfer Documents have been duly authorized by all requisite corporate action on the part of Horizon. This Agreement has been duly executed and delivered by Horizon and constitutes, and each of the Horizon Transfer Documents when executed and delivered will constitute, the valid and binding obligation of Horizon, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization reorganization, and similar laws affecting the enforcement enforceability of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 5.2 attached hereto or any other Schedule to this Agreementhereto, the execution, delivery delivery, and performance by Horizon of this Agreement and the Horizon Transfer Documents and the consummation of the transactions contemplated hereby and thereby will not: : (ia) violate Violate any provision of the Certificate Articles of Incorporation or By-laws bylaws of Horizon; ; (iib) result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate Violate any provision of any judicial judicial, arbitral or administrative order, award, judgment judgment, or decree applicable to any Horizon; ; (ivc) conflict Conflict with, result in a material breach of or constitute a default under any agreement or instrument to which Horizon is a party or by which it is bound; ; (vd) violateViolate, in any material respect, any applicable law, rule, ordinance ordinance, or regulation applicable to any Horizon; or or (vie) except for the consents and approvals listed on Schedule 4.2 hereto (collectively, the "Consents"), require Require Horizon to obtain the consent, approval approval, or authorization of, or require Horizon to file any a certificate, notice, application, report report, or other document with, any federal, state state, or local governmental authority or agency agency, lender, lien holder, or other person or entity. (b) On the Closing Date, the execution, delivery and performance of the Company Transfer Documents shall have been duly authorized by all requisite corporate action on the part of the Company, and each of the Company Transfer Documents will have been duly executed and delivered by the Company and will constitute the valid and binding obligation of the Company, enforceable in accordance with and subject to their respective terms, except as limited by bankruptcy, insolvency, reorganization and similar laws affecting the enforcement of creditors' rights or contractual obligations generally. Except as set forth on Schedule 4.2 attached hereto (as updated as of the Closing Date), on the Closing Date the execution, delivery and performance by the Company of the Company Transfer Documents and the consummation of the transactions contemplated thereby will not (and with respect to the making of this representation and warranty by Horizon, to Horizon's knowledge): (i) violate any provision of the Certificate of Incorporation or By-laws of any the Company; (ii) except with respect to any Deferred Assigned Contract during any period prior to the time at which any required third party consent to assignment thereof shall have obtained, result in the creation of any Encumbrances upon any of the Purchased Assets; (iii) violate any provision of any judicial, arbitral or administrative order, award, judgment or decree applicable to the Company; (iv) violate, in any material respect, any applicable law, rule, ordinance or regulation applicable to any the Company; or (vi) except for the Consents on Schedule 4.2 hereto (as updated as of the Closing Date), require the Company to obtain the consent, approval or authorization of, or require any the Company to file any certificate, notice, application, report or other document with, any federal, state or local governmental authority or agency or other person or entity. To the extent, if any, the representations and warranties made by Horizon and the Company in the preceding sentence are the same in all material respects to the representations and warranties from Pfizer and the Company to Horizon and Arrow in Section 4.1(a) of the Stock Purchase Agreement, Arrow's remedy for a breach of such representations and warranties shall be against Pfizer under the Stock Purchase Agreement.