Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. Each of Buyer and Alkami Parent has the requisite corporate authority to execute and deliver this Agreement, the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by it in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s execution and delivery of this Agreement, the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewith, and the performance of the applicable obligations of each such party hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, as applicable, and no additional authorization on the part of such party is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may be. Assuming due authorization, execution and delivery of this Agreement by Seller and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parent, enforceable against each in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. Each of Buyer and Alkami Parent Seller has the requisite corporate authority and legal capacity to execute and deliver this Agreement, the Transaction Documents to which it is a party and all other certificates, agreements or other documents to be executed and delivered by it Seller in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s The execution and delivery of this Agreement, the Transaction Documents to which it Seller is a party party, and all other certificates, agreements or other documents to be executed and delivered by Buyer and/or Alkami Parent Seller in connection herewith, and the performance of the applicable obligations of each such party Seller hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, as applicable, Seller and no additional authorization on the part of such party Seller or its officers, managers or members is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent Seller is a party, party and all other certificates, agreements or other documents to be executed and delivered by it Seller in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may beSeller. Assuming due authorization, execution and delivery of this Agreement by Seller and the Seller Principals, Transaction Documents by the other Parties and such other Transaction Documents, certificates, agreements or other documents by the signatories thereto other than Buyer and Alkami ParentSeller, this Agreement is, and such Transaction Documents and other certificates, agreements or other documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentof Seller, enforceable against each Seller in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. Each of Buyer and Alkami Parent Seller Principal has the requisite corporate authority and legal capacity to execute and deliver this Agreement, the Transaction Documents to which it such Seller Principal is a party party, and all other certificates, agreements or other documents to be executed and delivered by it such Seller Principal in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s The execution and delivery of this Agreement, the Transaction Documents to which it is a party Agreement and all other certificates, agreements or other documents to be executed and delivered by Buyer and/or Alkami Parent each Seller Principal in connection herewith, and the performance of the applicable obligations of each such party Seller Principal hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, as applicable, such Seller Principal and no additional authorization on the part of such party Seller Principal is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent each Seller Principal is a party, party and all other certificates, agreements or other documents to be executed and delivered by it each Seller Principal in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may besuch Seller Principal. Assuming due authorization, execution and delivery of this Agreement and the Transaction Documents by the other Parties and such other certificates, agreements or other documents by the signatories thereto, other than Seller and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentof each Seller Principal, enforceable against each such Seller Principal in accordance with their respective terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity.

Authority; Binding Effect. (a) Each of Buyer Seller Entity has all requisite corporate, limited liability or other power and Alkami Parent has the requisite corporate authority to execute and deliver this AgreementAgreement and each of the Other Transaction Documents to which it is, or at the Applicable Closing will be, a party and (subject to the Consents, Authorizations and Filings described in Section 2.03) to consummate the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring Transactions) and perform its other obligations hereunder and thereunder. Each Seller Entity has taken all corporate, limited liability company or other similar action required to authorize the execution and delivery of each Transaction Document to which it is, or at the Applicable Closing will be, a party and to authorize the consummation of the transactions contemplated hereby and thereby. (b) This Agreement has been duly executed and delivered by Seller and, prior to the Applicable Closing, Seller or the applicable Seller Entities, will have duly executed and delivered each of the Other Transaction Documents to which it is a party and all other certificates, agreements or documents specified to be a party. (c) Assuming that this Agreement has been duly authorized, executed and delivered by it in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s execution and delivery of Purchasers, this AgreementAgreement constitutes, and, upon the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewith, and the performance of the applicable obligations of each such party hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, as applicable, and no additional authorization on the part of such party is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may be. Assuming due authorization, execution and delivery of this Agreement by Seller and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami ParentParties to each Other Transaction Document, this Agreement iseach Other Transaction Document to which a Seller Entity is specified to be a party constitutes, and such Transaction Documents and other certificatesor at the Applicable Closing will constitute, agreements or documents will be, a legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentobligation of the applicable Seller Entity, enforceable against each such Seller Entity in accordance with their respective its terms, subject to applicable bankruptcy, insolvency insolvency, fraudulent transfer, reorganization, moratorium and similar laws other Laws affecting creditors’ rights generally generally, and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Authority; Binding Effect. Each of Buyer (a) The Seller has all requisite power and Alkami Parent has the requisite corporate authority to execute enter into this Agreement and deliver this Agreementany other agreements, certificates or documents contemplated hereby (collectively, the Transaction Documents “Related Agreements”) to which it is or will be a party and all other certificates, agreements or documents to be executed and delivered by it in connection herewith Party and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s thereby and Alkami Parent’s execution and delivery of this Agreement, the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewith, and the performance of the applicable perform its obligations of each such party hereunder and thereunder, have . This Agreement has been duly and validly authorized by all necessary corporate action of the members of the Seller. The Seller has delivered to the Buyer copies of resolutions adopted by the Seller’s members approving this Agreement (collectively, the “Transaction Approvals of the Seller”). The Transaction Approvals of the Seller constitute all necessary Company and Alkami Parent, as applicable, and no additional authorization on member action necessary for the part of such party is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may be. Assuming due authorization, execution and delivery of this Agreement and the Related Agreements by the Seller and the performance by the Seller Principalsof the transactions contemplated hereby and thereby, and such other Transaction Documentsapprovals have not been revoked, certificatesrescinded or amended. (b) This Agreement has been, agreements or documents and each of the Related Agreements to which the Seller is a Party will be at the Closing, duly executed and delivered by the signatories thereto other than Buyer Seller and Alkami Parent, this Agreement isconstitutes, and such Transaction Documents and other certificates, agreements or documents in the case of the Related Agreements they will be, legalat Closing constitute, valid and binding obligations of, as applicable, Buyer and/or Alkami Parent, of the Seller enforceable against each the Seller in accordance with their respective terms, except as such enforceability may be subject to applicable bankruptcy, insolvency reorganization, insolvency, moratorium and similar laws Laws affecting the enforcement of creditors’ rights generally and to by general principles of equity.

Authority; Binding Effect. Each of Buyer and Alkami Parent (i) Collegium has the all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and to execute and deliver this AgreementAgreement and the Ancillary Agreements, and to carry out or cause to be carried out, the Transaction Documents Transactions. Newco has all requisite power and authority to which own and operate its properties and assets, to carry on its business as it is a party now being conducted and all other certificatesto execute and deliver this Agreement and the Ancillary Agreements, agreements and to carry out or documents cause to be executed and delivered by it in connection herewith and to consummate carried out, the transactions applicable to it as contemplated hereby and therebyTransactions. Buyer’s and Alkami Parent’s The execution and delivery by Collegium and Newco of this Agreement, Agreement and the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewithAncillary Agreements, and the performance by Collegium and Newco of their obligations Certain information in this document has been omitted and filed separately with the applicable obligations of each such party Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. hereunder and thereunder, have been duly and validly authorized by all necessary requisite corporate action of Buyer and Alkami Parent, as applicable, and no additional authorization on the part of such party is necessary. Collegium and Newco. (ii) This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith will be, been duly executed and delivered by Buyer or Alkami ParentCollegium and Newco, as and assuming the case may be. Assuming due authorization, valid execution and delivery of this Agreement by Seller and the Seller PrincipalsDepomed, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, constitutes a legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentobligation of each of Collegium and Newco, enforceable against each Collegium and Newco in accordance with their respective its terms, subject to applicable except as enforcement may be limited by bankruptcy, insolvency and insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally and to or by general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or law). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary corporate action on the part of Collegium and Newco, and has been, or will be at the Closing, duly executed and delivered by Collegium and Newco, and assuming the valid execution and delivery by Depomed, constitutes or will constitute a legal, valid and binding obligation of each of Collegium and Newco, enforceable against Collegium and Newco in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. Each of Buyer and Alkami Parent Seller Principal has the requisite corporate authority and legal capacity to execute and deliver this Agreement, the Transaction Documents to which it such Seller Principal is a party party, and all other certificates, agreements or other documents to be executed and delivered by it such Seller Principal in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s The execution and delivery of this Agreement, the Transaction Documents to which it is a party Agreement and all other certificates, agreements or other documents to be executed and delivered by Buyer and/or Alkami Parent each Seller Principal in connection herewith, and the performance of the applicable obligations of each such party Seller Principal hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parentsuch Seller Principal and, as applicable, of the partners (general and limited) of any Seller Principal, and no additional authorization on the part of such party Seller Principal and, as applicable, of the partners (general and limited) of any Seller Principal, is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent each Seller Principal is a party, party and all other certificates, agreements or other documents to be executed and delivered by it each Seller Principal in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may besuch Seller Principal. Assuming due authorization, execution and delivery of this Agreement and the Transaction Documents by the other Parties and such other certificates, agreements or other documents by the signatories thereto, other than Seller and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentof each Seller Principal, enforceable against each such Seller Principal in accordance with their respective terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Effect. Each of Buyer and Alkami Parent has the requisite corporate authority to execute and deliver this Agreement, the Transaction Documents to which it is a party party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s execution and delivery of this Agreement, the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewith, and the performance of the applicable obligations of each such party hereunder and thereunder, have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, as applicable, and no additional authorization on the part of such party is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may be. Assuming due authorization, execution and delivery of this Agreement by Seller and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parent, enforceable against each in accordance with their respective terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Effect. Each of Buyer and Alkami Parent Seller has the requisite corporate authority and legal capacity to execute and deliver this Agreement, the Transaction Documents to which it is a party party, and all other certificates, agreements or other documents to be executed and delivered by it Seller in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s The execution and delivery of this Agreement, the Transaction Documents to which it Seller is a party party, and all other certificates, agreements or other documents to be executed and delivered by Buyer and/or Alkami Parent Seller in connection herewith, and the performance of the applicable obligations of each such party Seller hereunder and thereunder, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action of Buyer Seller and Alkami Parent, as applicable, Seller’s members and no additional authorization on the part of such party Seller or its officers, managers or members is necessary. This Agreement has been, and the Transaction Documents to which Buyer or Alkami Parent Seller is a party, party and all other certificates, agreements or other documents to be executed and delivered by it Seller in connection herewith will be, duly executed and delivered by Buyer or Alkami Parent, as the case may beSeller. Assuming due authorization, execution and delivery of this Agreement by Seller and the Seller Principals, Transaction Documents by the other Parties and such other Transaction Documents, certificates, agreements or other documents by the signatories thereto other than Buyer Seller and Alkami Parentthe Seller Principals, this Agreement is, and such Transaction Documents and other certificates, agreements or other documents will be, legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentof Seller, enforceable against each Seller in accordance with their respective terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Binding Effect. (a) Each of Buyer Seller and Alkami Parent the Divesting Entities has the all requisite corporate power and authority to own and operate its properties and assets, to carry on its business as it is now being conducted (including the Business) and to execute and deliver this Agreement, Agreement and the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by it in connection herewith Ancillary Agreements and to consummate the transactions applicable to it as contemplated hereby perform its obligations hereunder and therebythereunder. Buyer’s and Alkami Parent’s The execution and delivery by Seller of this Agreement, Agreement and the Transaction Documents to which it is a party and all other certificates, agreements or documents to be executed and delivered by Buyer and/or Alkami Parent in connection herewith, Ancillary Agreements and the performance by Seller or the Divesting Entities of the applicable their obligations of each such party hereunder and thereunder, thereunder have been duly and validly authorized by all necessary requisite corporate action on the part of Buyer and Alkami ParentSeller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and no additional authorization on not subsequently rescinded or modified in any way by the part board of such party directors of Seller approving the execution, delivery and performance of this Agreement and all Ancillary Agreements by Seller. No approval of Seller's shareholders is necessary. necessary for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) This Agreement has been, and on the Transaction Documents to which Buyer or Alkami Parent is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith Closing Date each of the Ancillary Agreements will be, duly executed and delivered by Buyer or Alkami ParentSeller and, as assuming the case may be. Assuming due authorization, valid execution and delivery of this Agreement by Seller and the Seller PrincipalsPurchasers, and such other Transaction Documents, certificates, agreements or documents by the signatories thereto other than Buyer and Alkami Parent, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be, constitutes a legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentobligation of Seller, enforceable against each Seller in accordance with their respective its terms, subject to applicable except as enforcement may be limited by bankruptcy, insolvency and insolvency, reorganization, fraudulent conveyance, moratorium or similar laws Laws affecting creditors’ ' rights generally and to or by general principles of equityequity (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. Each of Buyer the Seller and Alkami Parent the Guarantors has the all requisite corporate limited liability company or limited partnership (as applicable) power and authority to execute enter into and deliver perform its obligations under this Agreement, Agreement and the Transaction Documents Ancillary Deliveries to which it is or is to be a party and all other certificates, agreements or documents to be executed and delivered by it in connection herewith and to consummate the transactions applicable to it as contemplated hereby and thereby. Buyer’s and Alkami Parent’s The execution and delivery by each of the Seller and the Guarantors of this Agreement, Agreement and the Transaction Documents Ancillary Deliveries to which it is a party and all other certificates, agreements or documents is to be executed a party, the performance by it of its obligations hereunder and delivered by Buyer and/or Alkami Parent in connection herewith, thereunder and the performance consummation by it of the applicable obligations of each such party hereunder transactions contemplated hereby and thereunder, thereby have been duly and validly authorized by all necessary corporate action of Buyer and Alkami Parent, limited liability company or limited partnership (as applicable, and no additional authorization ) action on the part of such party is necessaryeach of the Seller and the Guarantors, as applicable. This Agreement has been, and at the Transaction Documents Closing each Ancillary Delivery to which Buyer the Seller or Alkami Parent the Guarantors is a party, and all other certificates, agreements or documents to be executed and delivered by it in connection herewith a party will be, duly executed and delivered by Buyer or Alkami Parentthe Seller and the Guarantors, as the case may be. Assuming applicable, and, assuming due and valid authorization, execution and delivery of this Agreement by Seller hereof and the Seller Principals, and such other Transaction Documents, certificates, agreements or documents thereof by the signatories thereto other than Buyer and Alkami Parentparties, this Agreement is, and such Transaction Documents and other certificates, agreements constitutes or documents will be, constitute a legal, valid and binding obligations of, as applicable, Buyer and/or Alkami Parentagreement of the Seller and the Guarantors, enforceable against each the Seller and the Guarantors in accordance with their respective termsthe terms hereof and thereof, subject to applicable except as may be limited by bankruptcy, insolvency and insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting Laws relating to creditors’ rights generally and to by general principles of equityequitable principles.