Common use of Authority; Binding Effect Clause in Contracts

Authority; Binding Effect. (a) Each Parent Divesting Entity has 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 Agreement and each Ancillary Agreement to which it will be a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent Divesting Entity of this Agreement and each such Ancillary Agreement, and the performance by each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity and constitutes a valid and binding obligation of each Parent Divesting Entity, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity in accordance with its terms, except as enforcement 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. (a) Each Parent Seller and each Divesting Entity has all requisite corporate corporate, limited liability company or other similar organizational power and authority to own and operate its properties and assets, assets and to carry on its business the Business as it is now being conducted and as it is related to the Purchased Assets. Seller and each Divesting Entity has all requisite corporate, limited liability company or other similar organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement Transaction Document to which it will be is a party party, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by Seller and each Parent Divesting Entity of this Agreement and each such Ancillary AgreementTransaction Document to which it is a party, and the performance by ▇▇▇▇▇▇ and each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate actioncorporate, limited liability company or other similar organizational power and action on the part of Seller and such Divesting Entity. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly and validly authorized, executed and delivered by each Parent Divesting Entity Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each Parent Divesting EntitySeller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or law) (collectively, the “Bankruptcy and Equity Exceptions”). (c) Each of the Ancillary Agreements has been (or will be) duly authorized by all necessary action on the part of Seller and each Divesting Entity party thereto and has been (or will be when executed) duly and validly executed and delivered by Seller and each Divesting Entity party thereto and, assuming the valid execution and delivery by Purchaser, constitutes (or will constitute when executed) a legal, valid and binding obligation of Seller and each Divesting Entity party thereto, enforceable against Seller and each Divesting Entity party thereto in accordance with its terms, except as such enforceability may be limited by the Bankruptcy and Equity Exceptions.

Authority; Binding Effect. (ai) Each Parent Divesting Depomed Entity has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted and as it is related to the Transferred Assets and the Business. Depomed has all requisite corporate power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by each Parent Divesting Entity Depomed of this Agreement and each such the Ancillary AgreementAgreements, and the performance by each Parent Divesting Depomed Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate actionaction on the part of such Depomed Entity. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (cii) This Agreement has been duly executed and delivered by each Parent Divesting Entity Depomed and, assuming the valid execution and delivery by Collegium, constitutes a legal, valid and binding obligation of each Parent Divesting EntityDepomed, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Depomed in accordance with its terms, except as enforcement 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). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Depomed and has been, or will be at the Closing, duly executed Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. and delivered by Depomed and, assuming the valid execution and delivery by Collegium, constitutes or will constitute a legal, valid and binding obligation of Depomed, enforceable against Depomed 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. (a) Each Parent Divesting Entity Purchaser has 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 Agreement and each Ancillary Agreement to which it will be a party party, and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent Divesting Entity Purchaser of this Agreement and by Purchaser and each such Ancillary Agreement, and the performance by each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary Purchaser Designee of each Ancillary Agreement to which it will be a party, and the performance by it Purchaser and such Purchaser Designees of its their obligations hereunder and thereunder, have been been, or will have been at the Closing Closing, duly authorized by all requisite corporate or other action. (cb) This Agreement has been duly executed and delivered by each Parent Divesting Entity Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a valid and binding obligation of each Parent Divesting EntityPurchaser, and each Ancillary Agreement will bebe duly executed and delivered by Purchaser and each Purchaser Designee to which it will be a party and will, prior to the Closing, assuming such Ancillary Agreement has been duly executed and delivered by each Divesting Entity Seller that will be a party thereto and will, after the Closingthereto, constitute a valid and binding obligation of Purchaser and such Divesting EntityPurchaser Designee, in each case enforceable against the applicable Divesting Entity Purchaser and such Purchaser Designee in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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. (a) Each Parent of Seller and each Divesting Entity has 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 Agreement Agreement, the Transitional Agreements and each Ancillary Agreement to which it will be a party any other agreements and documents contemplated hereby, as the case may be, and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent of Seller and each Divesting Entity of this Agreement Agreement, the Transitional Agreements and each such Ancillary Agreementany other agreements and documents contemplated hereby, and the performance by each Parent of Seller and each Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate actionaction on the part of Seller and each Divesting Entity. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each Parent Divesting EntitySeller, enforceable against Seller in accordance with its terms, except as enforcement 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). The Transitional Agreements and each Ancillary Agreement the other agreements contemplated hereby will be, prior to the Closing, be duly executed and delivered by Seller and each Divesting Entity that party thereto, as applicable, and assuming the valid execution and delivery by Purchaser, will be a party thereto and will, after the Closing, constitute a legal, valid and binding obligation of such Seller and each Divesting EntityEntity party thereto, in each case enforceable against the applicable Seller and such Divesting Entity in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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. (a) Each Parent Divesting Entity a. Purchaser has 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 Agreement and each Ancillary Agreement to which it will be a party party, and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent Divesting Entity Purchaser of this Agreement and by Purchaser and each such Ancillary Agreement, and the performance by each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary Purchaser Designated Affiliate of each Ancillary Agreement to which it will be a party, and the performance by it Purchaser and such Purchaser Designated Affiliates of its their obligations hereunder and thereunder, have been been, or will have been at the Closing Closing, duly authorized by all requisite corporate or other action. (c) b. This Agreement has been duly executed and delivered by each Parent Divesting Entity Purchaser and, assuming this Agreement has been duly executed and delivered by Seller Parent, constitutes a valid and binding obligation of each Parent Divesting EntityPurchaser, and each Ancillary Agreement will bebe duly executed and delivered by Purchaser and each Purchaser Designated Affiliate to which it will be a party and will, prior to the Closing, assuming such Ancillary Agreement has been duly executed and delivered by each Divesting Entity Seller that will be a party thereto and will, after the Closingthereto, constitute a valid and binding obligation of Purchaser and such Divesting EntityPurchaser Designated Affiliate, in each case enforceable against the applicable Divesting Entity Purchaser and such Purchaser Designated Affiliate in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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. (a) Each Parent Divesting Entity Seller has all requisite corporate power power, capacity 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 Agreement and each Ancillary Agreement to which it will be a party and Agreement, to perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby. The execution execution, delivery and delivery by each Parent Divesting Entity performance of this Agreement and each such Ancillary Agreement, and the performance by each Parent Divesting Entity consummation of its obligations hereunder and thereunder, the transactions contemplated hereby have been duly authorized by all requisite necessary corporate action. (b) Each Divesting Subsidiary has all requisite corporate power and authority to own and operate its properties and assets, to carry action on its business as it is now being conducted and to execute and deliver each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary the part of each Ancillary Agreement Seller, and no other corporate action on the part of such Seller or its stockholders is required to which it will be a partyauthorize the execution, delivery and performance hereof, and the performance by it consummation of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) transactions contemplated hereby. This Agreement has been duly executed and delivered by each Parent Divesting Entity Seller and constitutes a valid and binding obligation of each Parent Divesting Entity, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case Seller enforceable against the applicable Divesting Entity such Seller in accordance with its terms, except as that such enforcement may be limited by subject to any bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar other laws affecting now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (b) Each Seller has all requisite corporate power, capacity and authority to execute and deliver each Ancillary Document to which it is a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution, delivery and performance of the Ancillary Documents and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of each Seller, and no other corporate action on the part of such Seller or its respective stockholders or partners is required to authorize the execution, delivery and performance of any Ancillary Document applicable to such Seller, and the consummation of the transactions contemplated thereby. At Closing, each Ancillary Document will have been duly executed and delivered by general principles each Seller party thereto and will constitute the valid and binding obligation of equity such Seller enforceable against such Seller in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in effect relating to or limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought. (regardless c) Each of whether MyTravel and MyTravel Canada has all requisite corporate power, capacity and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby, in each case solely with regard to the provisions set forth under such entity's name on the signature page hereto. The execution, delivery and performance of the provisions set forth under MyTravel's or MyTravel Canada's name, as the case may be, on the signature page hereto this Agreement and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate action on the part of each of MyTravel and MyTravel Canada, and no other corporate action on the part of MyTravel or MyTravel Canada or their stockholders is required to authorize the execution, delivery and performance thereof, and the consummation of the transactions contemplated thereby. This Agreement has been duly executed and delivered by each of MyTravel and MyTravel Canada and constitutes the valid and binding obligation of each of such entity enforceable against it in accordance with its terms, except that such enforcement is sought may be subject to any bankruptcy, insolvency, reorganization, moratorium or other laws now or hereafter in a proceeding in equity effect relating to or law)limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceedings therefor may be brought.

Authority; Binding Effect. (ai) Each Parent Divesting Entity Collegium has 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 Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by each Parent Divesting Entity of this Agreement and each such Ancillary Agreement, and the performance by each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary Newco has 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 each this Agreement and the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by each Divesting Subsidiary Collegium and Newco of each this Agreement and the Ancillary Agreement to which it will be a partyAgreements, and the performance by it Collegium and Newco of its their obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate actionaction on the part of Collegium and Newco. (cii) This Agreement has been duly executed and delivered by each Parent Divesting Entity Collegium and Newco, and assuming the valid execution and delivery by Depomed, constitutes a legal, valid and binding obligation of each Parent Divesting Entityof Collegium and Newco, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Collegium and Newco in accordance with its terms, except as enforcement 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). (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 Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. 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. (a) Each Parent Divesting Entity Seller has 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 Agreement and each Ancillary Agreement to which it will be a party and party, to perform its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution and delivery by each Parent Divesting Entity Seller of this Agreement and each such Ancillary Agreement, and the performance by each Parent Divesting Entity Seller of its obligations hereunder and thereunderthereunder and the consummation of the Transactions, have been, or in the case of the Ancillary Agreements will have been prior to Closing, duly authorized by all requisite corporate actionaction on the part of Seller. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity Seller and constitutes a legal, valid and binding obligation of each Parent Divesting EntitySeller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto Seller and will, after upon the Closing, constitute a legal, valid and binding obligation of such Divesting EntitySeller, in each case enforceable against the applicable Divesting Entity Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws Laws affecting creditors' ’ rights generally or by general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law). (c) Each Affiliate of Seller that will enter into any Ancillary Agreement has all requisite organizational power and authority to execute and deliver each Ancillary Agreement to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by each such Affiliate of each Ancillary Agreement to which it will be a party, the performance by such Affiliate of its obligations thereunder and the consummation of the transactions contemplated thereby, will have been prior to Closing duly authorized by all requisite organizational action on the part of such Affiliate prior to its execution and delivery of each such Ancillary Agreement. (d) Each Ancillary Agreement to which an Affiliate of Seller will be a party, as of the Closing, will have been duly executed and delivered by such Affiliate and, as of the Closing, constitutes a legal, valid and binding obligation of such Affiliate, in each case enforceable against such Affiliate in accordance with its terms, except as enforcement 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 at law).

Authority; Binding Effect. (ai) Each Parent Divesting Entity Collegium has 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 Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by each Parent Divesting Entity of this Agreement and each such Ancillary Agreement, and the performance by each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary Newco has 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 each this Agreement and the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations thereundercarry out or cause to be carried out, the Transactions. The execution and delivery by each Divesting Subsidiary Collegium and Newco of each this Agreement and the Ancillary Agreement to which it will be a partyAgreements, and the performance by it Collegium and Newco of its their obligations Certain information in this document has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions marked [***]. hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate actionaction on the part of Collegium and Newco. (cii) This Agreement has been duly executed and delivered by each Parent Divesting Entity Collegium and Newco, and assuming the valid execution and delivery by Depomed, constitutes a legal, valid and binding obligation of each Parent Divesting Entityof Collegium and Newco, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Collegium and Newco in accordance with its terms, except as enforcement 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). (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. (a) Each Parent Seller and each Divesting Entity has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted and as it is related to the Purchased Assets and the Business. Seller has all requisite corporate power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by each Parent Divesting Entity Seller of this Agreement and each such the Ancillary AgreementAgreements, and the performance by Seller and each Parent Divesting Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate actionaction on the part of Seller and such Divesting Entity. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity Seller and, assuming the valid execution and delivery by Purchaser, constitutes a legal, valid and binding obligation of each Parent Divesting EntitySeller, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Seller in accordance with its terms, except as enforcement 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). (c) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Seller and has been, or will be at the Closing, duly executed and delivered by Seller and, assuming the valid execution and delivery by Purchaser, constitutes or will constitute 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, 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. (a) Each Parent of Seller and the Divesting Entity Entities has 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 and each the Ancillary Agreement to which it will be a party Agreements and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent Divesting Entity Seller of this Agreement and each such the Ancillary Agreement, Agreements and the performance by each Parent Seller or the Divesting Entity Entities of its their obligations hereunder and thereunder, thereunder have been duly authorized by all requisite corporate actionaction on the part of Seller or the Divesting Entities, as applicable, including any requisite resolution duly adopted and not subsequently rescinded or modified in any way by the board of 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 for Seller to execute and deliver this Agreement or any Ancillary Agreements or perform the transactions contemplated hereby or thereby. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity and constitutes a valid and binding obligation of each Parent Divesting Entitybeen, and on the Closing Date each of the Ancillary Agreement Agreements will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be Seller and, assuming the valid execution and delivery by Purchasers, constitutes a party thereto and willlegal, after the Closing, constitute a valid and binding obligation of such Divesting EntitySeller, in each case enforceable against the applicable Divesting Entity Seller in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws 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.  (a) Each Parent Divesting Entity Seller and each of the Selling Affiliates has 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 (i) execute and deliver this Agreement (in the case of Seller) and each Ancillary Agreement (in the case of Seller and each of the Selling Affiliates) to which it is or will be a party, (ii) perform its obligations hereunder and thereunder, (iii) consummate the Transactions and (iv) operate the Business as it is currently conducted. The execution and delivery by Seller of this Agreement and the execution and delivery by Seller and each of the Selling Affiliates of each Ancillary Agreement to which it will be is a party and to perform its obligations hereunder and thereunder. The execution and delivery by each Parent Divesting Entity of this Agreement and each such Ancillary Agreementparty, and the performance by each Parent Divesting Entity it of its obligations hereunder and thereunder, and the consummation by Seller and each of such Selling Affiliates of the Transactions, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly and validly executed and delivered by each Parent Divesting Entity Seller and, assuming the due authorization, execution and delivery by Purchaser, constitutes a valid and binding obligation of each Parent Divesting EntitySeller, and each Ancillary Agreement will be, prior to the Closing, has been duly and validly executed and delivered by Seller and each Divesting Entity Selling Affiliate that will be is a party thereto and, assuming the due authorization, execution and willdelivery by Purchaser, after the Closing, constitute constitutes a valid and binding obligation of Seller and each such Divesting EntitySelling Affiliate, in each case enforceable against the applicable Divesting Entity Seller and each such Selling Affiliate in accordance with its terms, except in each case as enforcement may be limited by (i) applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or and other similar laws of general application affecting enforcement of creditors' rights generally or by ’ rights, and (ii) general principles of equity that restrict the availability of equitable remedies (regardless of whether enforcement is sought in a proceeding in equity or law).

Authority; Binding Effect. (ai) Each Parent Divesting Depomed Entity has all requisite corporate power and authority to own and operate its properties and assets, assets and to carry on its business as it is now being conducted and as it is related to the Transferred Assets and the Business. Depomed has all requisite corporate power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which it will be a party Agreements, and to perform its obligations hereunder and thereundercarry out, or to cause to be carried out, the Transactions. The execution and delivery by each Parent Divesting Entity Depomed of this Agreement and each such the Ancillary AgreementAgreements, and the performance by each Parent Divesting Depomed Entity of its obligations hereunder and thereunder, have been duly authorized by all requisite corporate actionaction on the part of such Depomed Entity. (b) Each Divesting Subsidiary has 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 each Ancillary Agreement to which it will be a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (cii) This Agreement has been duly executed and delivered by each Parent Divesting Entity Depomed and, assuming the valid execution and delivery by Collegium, constitutes a legal, valid and binding obligation of each Parent Divesting EntityDepomed, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation of such Divesting Entity, in each case enforceable against the applicable Divesting Entity Depomed in accordance with its terms, except as enforcement 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). (iii) Each of the Ancillary Agreements has been duly authorized by all necessary action on the part of Depomed and has been, or will be at the Closing, duly executed and delivered by Depomed and, assuming the valid execution and delivery by Collegium, constitutes or will constitute a legal, valid and binding obligation of Depomed, enforceable against Depomed 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. (a) Each Parent Divesting Entity Seller Principal has all the requisite corporate power authority and authority to own and operate its properties and assets, to carry on its business as it is now being conducted and legal capacity to execute and deliver this Agreement and each Ancillary Agreement Agreement, the Transaction Documents to which it will such Seller Principal is a party, and all other certificates, agreements or other documents to be a party executed and delivered by such Seller Principal in connection herewith and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution and delivery by each Parent Divesting Entity of this Agreement and all other certificates, agreements or other documents to be executed and delivered by each such Ancillary AgreementSeller Principal in connection herewith, and the performance by of the obligations of each Parent Divesting Entity of its obligations Seller Principal hereunder and thereunder, have been duly and validly authorized by all requisite corporate action. necessary action of such Seller Principal and, as applicable, of the partners (bgeneral and limited) Each Divesting Subsidiary of any Seller Principal, and no additional authorization on the part of such Seller Principal and, as applicable, of the partners (general and limited) of any Seller Principal, is necessary. This Agreement has all requisite corporate power been, 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 each Ancillary Agreement the Transaction Documents to which it will be each Seller Principal is a party and all other certificates, agreements or other documents to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity and constitutes a valid and binding obligation of each Parent Divesting Entity, and each Ancillary Agreement Seller Principal in connection herewith will be, prior to the Closing, duly executed and delivered by each Divesting Entity that such 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, this Agreement is, and such Transaction Documents and other certificates, agreements or documents will be a party thereto and willbe, after the Closinglegal, constitute a valid and binding obligation obligations of such Divesting Entityeach Seller Principal, in each case enforceable against the applicable Divesting Entity such Seller Principal in accordance with its their terms, except as enforcement such enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or insolvency and similar laws affecting creditors' ’ rights generally or by and to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity or lawequity).

Authority; Binding Effect. (a) Stavola NJ is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey. ▇▇▇▇▇▇▇ PA is a limited liability company duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each Parent Divesting Entity of STC and SMC is a corporation duly organized, validly existing and in good standing under the Laws of the State of New Jersey. SRC is a general partnership, the relations among the partners of which are governed by the Laws of the State of New Jersey. (b) Such Seller has 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 enter into this Agreement and each the Ancillary Agreement Agreements to which it will be is a party and to perform all of its agreements and obligations hereunder under this Agreement and thereundersuch Ancillary Agreements in accordance with their terms. The Such Seller has obtained all approvals necessary for the execution and delivery by each Parent Divesting Entity such Seller or such Owner of this Agreement and each such the Ancillary AgreementAgreements to which it is a party, and for the performance consummation by each Parent Divesting Entity such Seller or Owner, as the case may be, of its obligations hereunder the transactions contemplated hereby and thereunder, have been duly authorized by all requisite corporate action. (b) Each Divesting Subsidiary thereby. Such Equity Seller has all requisite corporate power and authority to own sell and operate its properties transfer to the Buyer all of the Purchased Interests owned by such Equity Seller. Such Asset Seller has all requisite power and assets, authority to carry on its business as it is now being conducted sell and transfer to execute the Buyer all of the Purchased Assets owned by such Asset Seller. This Agreement and deliver each the Ancillary Agreement Agreements to which it will be is a party and to perform its obligations thereunder. The execution and delivery by each Divesting Subsidiary of each Ancillary Agreement to which it will be a party, and the performance by it of its obligations hereunder and thereunder, have been or will have been at the Closing duly authorized by all requisite corporate action. (c) This Agreement has been duly executed and delivered by each Parent Divesting Entity such Seller and constitutes a the Sellers’ Representative, and, assuming due authorization, execution, and delivery of such documents by the other parties thereto (other than the Owners and the Sellers’ Representative), constitute the legal, valid and binding obligation of each Parent Divesting Entity, and each Ancillary Agreement will be, prior to the Closing, duly executed and delivered by each Divesting Entity that will be a party thereto and will, after the Closing, constitute a valid and binding obligation obligations of such Divesting EntitySeller, in each case enforceable against the applicable Divesting Entity such Seller in accordance with its their terms, except as enforcement may be limited by to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar laws other Law affecting or relating to creditors' ’ rights generally or by and general principles of equity (regardless of whether enforcement such enforceability is sought considered in a proceeding in equity or at law). No Asset Seller is a “foreign person” as such term is used in Section 1445 of the Code. (c) Each Owner has all requisite power and authority to enter into any Ancillary Agreements to which it is a party and to perform all of its agreements and obligations under such Ancillary Agreements in accordance with their terms. Each Owner has obtained all approvals necessary for the execution and delivery by such Owner of the Ancillary Agreements to which it is a party, and for the consummation by such Owner of the transactions contemplated thereby. The Ancillary Agreements to which it is a party will be duly executed and delivered by each Owner and, assuming due authorization, execution, and delivery of such documents by the other parties thereto (other than such Owners, the Sellers and the Sellers’ Representative), will constitute the legal, valid and binding obligations of such Owner, enforceable against such Owner in accordance with their terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Each Founder is legally competent to execute and deliver this Agreement, to consummate the transactions contemplated hereby, and perform the obligations contemplated by this Agreement and, assuming due authorization, execution, and delivery of this Agreement by the other parties hereto (other than such Founder, the Sellers and the Sellers’ Representative), this Agreement constitutes the legal, valid and binding obligations of such Founder, enforceable against such Founder in accordance with its terms, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or other Law affecting or relating to creditors’ rights generally and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law).