Due Authority; No Breach. The execution, delivery and performance by CIMA of this Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMA. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by Alamo) the legal, valid and binding obligation of CIMA, in each case enforceable against CIMA in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMA. All persons who have executed this Agreement on behalf of CIMA, or who will execute on behalf of CIMA any agreement or instrument contemplated by this Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement or any such other agreement or instrument by CIMA, nor the performance of the obligations contemplated hereby and thereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or governmental body against, or affecting or binding upon, CIMA or upon the securities, property or business of CIMA, or (iii) constitute a violation by CIMA of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or to the property or business of CIMA except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s ability to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby.
Due Authority; No Breach. The execution, delivery and performance by KU of this Agreement, and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by KU. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by KU in accordance with the provisions hereof, will be (assuming due execution and delivery hereof and thereof by Alkermes) the legal, valid and binding obligation of KU, in each case enforceable against KU in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against KU. All persons who have executed this Agreement on behalf of KU, or who will execute on behalf of KU any agreement or instrument contemplated by this Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement by KU, or any such other agreement or instrument by KU, nor the performance of the obligations contemplated hereby and thereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of or result in the acceleration of any obligation under, or constitute a default under any provision of the Articles of Incorporation or By-laws of KU or any material contract or any other material obligation to which KU is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or government body against, or affecting or binding upon, KU or upon the securities, property or business of KU, or (iii) constitute a violation by KU of any applicable law or regulation of any jurisdiction as such law or regulation relates to KU or to the property or business of KU, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on KU’s ability to perform its obligations under this Agreement or any agreement or instrument contemplated hereby.
Due Authority; No Breach. The execution and delivery by Purchaser of this Agreement, and Purchaser's Ancillary Documents, and the consummation by Purchaser of the transactions contemplated in this Agreement, have been duly authorized by all necessary corporate action of Purchaser. This Agreement and Purchaser's Ancillary Documents have been duly executed and delivered by Purchaser, and this Agreement and Purchaser's Ancillary Documents are legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their terms except as such enforceability may be affected by any applicable bankruptcy, insolvency, equitable subordination, reorganization or similar laws and general principles of equity pertaining to the enforcement of creditors' rights. Neither the execution and delivery by Purchaser of this Agreement or any of Purchaser's Documents, nor the consummation by Purchaser of the transactions contemplated in this Agreement, nor the compliance by Purchaser with or fulfillment by Purchaser of the terms and provisions hereof or thereof will (i) conflict with or result in a breach or violation of any of the terms, conditions or provisions of the certificate of incorporation or bylaws of Purchaser, or (ii) with or without the giving of notice of lapse of time or both, conflict with or result in a breach or violation of, or default under, or permit the acceleration of any obligation under any provision of any Contract, Permit, Lien or other instrument or restriction of any kind to which Purchaser is a party or by which Purchaser is otherwise bound or affected, or (iii) violate any order, writ, injunction, decree, award, statute, rule or regulation applicable to Purchaser.
Due Authority; No Breach. The execution, delivery and performance by Barry of this Agreement and of every other agreement or instrument to bx xxxcuted and delivered by Barry pursuant to this Agreement, and the performance by Barry of the txxxxxctions contemplated hereby and thereby, have been duxx xxthorized by all necessary corporate action. This Agreement is a legal, valid and binding obligation of Barry, and each other agreement or instrument to be executed and delivexxx xy Barry pursuant to this Agreement, when executed and delivered by Barry xx xxcordance with the provisions hereof and thereof, will be a lxxxx, valid and binding obligation of Barry, in each case enforceable against Barry in accordance with its texxx, except as such enforceability may bx xxxited by bankruptcy, insolvency or other similar laws from time to time in effect which affect the enforcement of creditors' rights in general and by general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). Each individual who has executed this Agreement on behalf of Barry, or who will execute on behalf of Barry any agreement or instrumexx xxntemplated by this Agreement, has bxxx xuly authorized to do so by all necessary corporate action. Assuming receipt by Barry and Seller of any required consents of the Huntington National Baxx xxd Metropolitan Life Insurance Company to the transactions contemplated by this Agreement, the receipt of which consents, if required, are conditions to Buyer, Seller and Barry's obligations under this Agreement and except as otherwise disclosed in Exhibit 6 to this Agreement, neither the execution and delivery of this Agreement or any other agreement or instrument to be executed or delivered by Barry pursuant to this Agreement nor the consummation by Barry of the txxxxxctions contemplated hereby or thereby will (i) conflxxx xith or result in any violation of or constitute a default under any provision of the charter (articles) or by-laws (regulations) of Barry or any mortgage, bond, indenture, agreement, franchise or other ixxxxxment or obligation to which Barry is a party or by which it is bound, (ii) result in the creation ox xxx lien or other encumbrance upon the Exhibit 1.3 Intellectual Property pursuant to the terms of any such mortgage, bond, indenture, agreement, franchise or other instrument or obligation, or (iii) violate any judgment, order, injunction, decree or award of any court, administrative agency or government bod...
Due Authority; No Breach. The execution, delivery and performance by CIMA of this Agreement and the performance of the transactions contemplated hereby, have been duly authorized by all necessary corporate action by CIMA. Neither the execution and delivery of this Agreement, nor the performance of the obligations contemplated hereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or governmental body against, or affecting or binding upon, CIMA or upon the securities, property or business of CIMA, or (iii) constitute a violation by CIMA of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or to the property or business of CIMA except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA's ability to perform its obligations under this Agreement.
Due Authority; No Breach. The execution, delivery and performance by AVENTIS of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary corporate action by AVENTIS. Neither the execution and delivery of this Agreement by AVENTIS, nor the performance of the obligations contemplated hereby, will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of its articles of incorporation or by-laws or any material contract or any other material obligation to which AVENTIS is a party or to which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or government body against, or affecting or binding upon, AVENTIS or upon the securities, property or business of AVENTIS, or (iii) constitute a violation by AVENTIS of any applicable law or regulation of any jurisdiction as such law or regulation relates to AVENTIS or to the property or business of AVENTIS, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on AVENTIS' ability to perform its obligations under this Agreement.
Due Authority; No Breach. The execution, delivery and performance by such Person of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary corporate action by such Person. This Agreement is the legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws as from time to time in effect. All persons who have executed this Agreement on behalf of such Person have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement by such Person nor the performance of the obligations contemplated hereby will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the Articles of Incorporation or By-laws or similar organizational document of such Person or any contract or any other obligation to which such Person is a party or under which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or government body against, or affecting or binding upon, such Person or upon the securities, property or business of such Person, or (iii) constitute a violation by such Person of any applicable law or regulation of any jurisdiction as such law or regulation relates to such Person or to the property or business of such Person.
Due Authority; No Breach. The execution, delivery and performance by KUDCO of this Agreement and the performance of the transactions contemplated hereby have been duly authorized by all necessary corporate action by KUDCO. This Agreement is the legal, valid and binding obligation of KUDCO, enforceable against KUDCO in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws as from time to time in effect. All persons who have executed this Agreement on behalf of KUDCO have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement by KUDCO nor the performance of the obligations contemplated hereby will (i) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under any provision of the Articles of Incorporation or By-laws of KUDCO or any contract or any other obligation to which KUDCO is a party or under which it is subject or bound, or (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or government body against, or affecting or binding upon, KUDCO or upon the securities, property or business of KUDCO, or (iii) constitute a violation by KUDCO of any applicable law or regulation of any jurisdiction as such law or regulation relates to KUDCO or to the property or business of KUDCO.
Due Authority; No Breach. The execution and delivery by Seller of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action by Seller and shareholder action by the Shareholders. This Agreement has been duly executed and delivered by Seller and the Shareholders, and is the legal, valid and binding obligation of Seller
Due Authority; No Breach. The execution and delivery by Buyer of this Agreement, and the consummation by Buyer of the transactions contemplated hereby, have been duly authorized by all necessary corporate action of Buyer. This Agreement is duly executed and delivered by Buyer and is the legal, valid and binding obligation of buyer, enforceable against buyer in accordance with its terms. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby, nor the compliance with or fulfillment of the terms and provisions hereof will (i) conflict with or result in a breach or violation of any of the terms, conditions or provisions of the Certificate of Incorporation or Bylaws of Buyer, or (ii) with or without the giving of notice or lapse of time or both, conflict with or result in a breach or violation of, or default under, or permit the acceleration of any obligation under, any provision of any agreement, indenture, mortgage, lien, lease or other instrument or restriction of any kind to which buyer is a party or by which Buyer is otherwise bound or affected, or (iii) violate any order, writ, injunction, decree, statute, rule or regulation applicable to buyer.
