Common use of Due Authority; No Breach Clause in Contracts

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 CIMA Alamo of this Agreement 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 CIMAAlamo. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Alamo in accordance with the provisions hereof, ; will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMAAlamo, in each case enforceable against CIMA Alamo 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’ creditor’s rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMAAlamo. All persons who have executed this Agreement on behalf of CIMAAlamo, or who will execute on behalf of CIMA Alamo 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 Alamo, or any such other agreement or instrument by CIMAAlamo, 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 its articles of incorporation organization or by-laws of CIMA other governing documents or any material contract or any other material obligation to which CIMA Alamo is a party or to which it is subject or bound, or (ii) violate any any, judgment, order, injunction, decree or award of any court, administrative agency, arbitrator or governmental government body against, or affecting or binding upon, CIMA Alamo or upon the securities, property or business of CIMAAlamo, or (iii) constitute a violation by CIMA Alamo of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, Alamo or to the property or business of CIMA Alamo, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMAAlamo’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 CIMA Nastech 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 CIMANastech. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Nastech in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoSchwxxx) the xxe legal, valid and binding obligation of CIMANastech, in each case enforceable against CIMA Nastech 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 CIMANastech. All persons who have executed this Agreement on behalf of CIMANastech, or who will execute on behalf of CIMA Nastech 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 CIMANastech, 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 Articles of incorporation Incorporation or byBy-laws of CIMA Nastech or any material contract or any other material obligation to which CIMA Nastech 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 Nastech or upon the securities, property or business of CIMANastech, or (iii) constitute a violation by CIMA Nastech of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMANastech, or to the property or business of CIMA Nastech except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s Nastech'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 CIMA Alkermes 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 CIMAAlkermes. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Alkermes in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoKU) the legal, valid and binding obligation of CIMAAlkermes, in each case enforceable against CIMA Alkermes 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 CIMAAlkermes. All persons who have executed this Agreement on behalf of CIMAAlkermes, or who will execute on behalf of CIMA Alkermes 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 CIMAAlkermes, 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 organizational documents or byBy-laws of CIMA Alkermes or any material contract or any other material obligation to which CIMA Alkermes 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 Alkermes or upon the securities, property or business of CIMAAlkermes, or (iii) constitute a violation by CIMA Alkermes of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMAAlkermes, or to the property or business of CIMA Alkermes except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMAAlkermes’s ability to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby. ​ CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.

Due Authority; No Breach. The execution, delivery Seller has all requisite power and performance by CIMA of ------------------------ authority to enter into this Agreement and each agreement or instrument contemplated by this Agreement, of the Ancillary Agreements and the performance of to consummate the transactions contemplated hereby and thereby, . The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions provided for hereby and thereby have been duly authorized by all the Board of Directors of the Seller and the Executive Committee of Barclays PLC and no other proceeding on the part of the Seller or any other Barclays Group Member is necessary corporate action by CIMAto authorize the execution or delivery of this Agreement or the Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby. This Each of this Agreement is, and each agreement or instrument contemplated by this Agreement, when the Ancillary Agreements has been duly executed and delivered by CIMA in accordance with the provisions hereofSeller and, will be (assuming the due execution and delivery hereof and thereof by Alamo) the Purchaser, constitutes a legal, valid and binding obligation of CIMA, in each case the Seller enforceable against CIMA it in accordance with its termsthe terms thereof, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratorium, reorganization, or insolvency and similar laws from time affecting creditors' rights generally, and subject, as to time enforceability, to general principles of equity (regardless of whether enforcement is sought 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, an action at law 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 actiona suit in equity). Neither the execution and delivery of this Agreement or any such other agreement Ancillary Agreement, the performance by the Seller of its obligations hereunder or instrument by CIMA, thereunder nor the performance consummation of the obligations contemplated transactions provided for hereby and thereby, will (i) conflict with or result in any violation of thereby does 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.will:

Due Authority; No Breach. The execution, delivery and performance by CIMA Alamo of this Agreement 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 CIMAAlamo. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Alamo in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMAAlamo, in each case enforceable against CIMA Alamo 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’ creditor's rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMAAlamo. All persons who have executed this Agreement on behalf of CIMAAlamo, or who will execute on behalf of CIMA Alamo 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 Alamo, or any such other agreement or instrument by CIMAAlamo, 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 its articles of incorporation organization or by-laws of CIMA other governing documents or any material contract or any other material obligation to which CIMA Alamo 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 government body against, or affecting or binding upon, CIMA Alamo or upon the securities, property or business of CIMAAlamo, or (iii) constitute a violation by CIMA Alamo of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, Alamo or to the property or business of CIMA Alamo, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s Alamo'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 CIMA Alamo of this Agreement 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 CIMAAlamo. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Alamo in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMAAlamo, in each case enforceable against CIMA Alamo 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’ creditor’s rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMAAlamo. All persons who have executed this Agreement on behalf of CIMAAlamo, or who will execute on behalf of CIMA Alamo 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 Alamo, or any such other agreement or instrument by CIMAAlamo, 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 its articles of incorporation organization or by-laws of CIMA other governing documents or any material contract or any other material obligation to which CIMA Alamo 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 government body against, or affecting or binding upon, CIMA Alamo or upon the securities, property or business of CIMAAlamo, or (iii) constitute a violation by CIMA Alamo of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, Alamo or to the property or business of CIMA Alamo, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMAAlamo’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 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 AlamoSchwxxx) the xxe 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 '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 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 AlamoSchwxxx) the xxe 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 Exhibit 10.26 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 's ability to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby.

Due Authority; No Breach. The execution, execution and delivery and performance by CIMA Seller of this Agreement and each agreement or instrument contemplated by this Agreement, Seller's Ancillary Documents, and the performance consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and consented to by all necessary the members of LLC and its manager, and the MSA and all agreements to which PC is a party have been duly authorized by all corporate action by CIMAof PC ("CONSENTS"). The executed Consents and Resolutions including a Consent of the Members of LLC and a Resolution of Shareholders and Resolution of the Board of Directors of PC are annexed as APPENDIX A. This Agreement isand Seller's Ancillary Documents have been, and each agreement or instrument contemplated by this Agreement, when duly executed and delivered by CIMA Seller, and this Agreement and Seller's Ancillary Documents are legal, valid and binding obligations of Seller, enforceable against Seller, 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 provisions hereofenforcement of creditors' rights. The MSA has been duly executed and delivered by PC, will be (assuming the due execution and delivery hereof and thereof by Alamo) is the legal, valid and binding obligation of CIMAPC, in each case enforceable against CIMA PC in accordance with its terms, terms except as such enforceability may be limited affected by any applicable bankruptcy, insolvency, moratoriumequitable subordination, reorganization, reorganization or similar laws from time and general principles of equity pertaining to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations ' rights. Except as set forth on the availability of specific performance and other equitable remedies against CIMA. All persons who have executed this Agreement on behalf of CIMASCHEDULE 4.2, 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 neither the execution and delivery by Seller and PC of this Agreement or any such other agreement or instrument by CIMAof Seller's Ancillary Documents, nor the performance consummation by Seller, of the obligations transactions contemplated hereby and or thereby, nor the compliance by Seller, with or fulfillment by Seller, of the terms and provisions hereof or thereof will (i) conflict with or result in any violation of or constitute a breach or violation of any of the terms terms, conditions or provisions of the certificate of incorporation or bylaws or other corporate governance documents of Seller, 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 result in default under, or permit the acceleration of any obligation under, or constitute a default under any provision of the articles any Contract, Permit, Lien or other instrument or restriction of incorporation or by-laws of CIMA or any material contract or any other material obligation kind to which CIMA Seller is a party or to by which it Seller or any of the Assets is subject otherwise bound or boundaffected which in any single case, have a Material Adverse Effect, as defined in Section 4.5 below, on the Business, or (iiiii) violate any judgment, order, writ, injunction, decree 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 CIMAwhich specifically names Seller, or to the property knowledge of Seller upon making reasonable inquiry, violate any judgment, order, writ, injunction, decree, award, statute, rule or business regulation applicable to Seller or any of CIMA except for such conflictthe Assets, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect result in the creation or imposition of any Lien on CIMA’s ability to perform its obligations under this Agreement or under any agreement or instrument contemplated herebyof the Assets.

Due Authority; No Breach. The execution, delivery and performance by CIMA of Schwxxx xx this Agreement 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 CIMASchwxxx. This Xxis Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in Schwxxx xx accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMASchwxxx, in xx each case enforceable against CIMA in Schwxxx xx 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 CIMASchwxxx. All Xxl persons who have executed this Agreement on behalf of CIMASchwxxx, or xx who will execute on behalf of CIMA any Schwxxx xxx 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 by Schwxxx, xx any such other agreement or instrument by CIMASchwxxx, nor xxr 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 its articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is Schwxxx xx 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 government body against, or affecting or binding upon, CIMA or Schwxxx xx upon the securities, property or business of CIMASchwxxx, or xx (iii) constitute a violation by CIMA of Schwxxx xx any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or Schwxxx xx to the property or business of CIMA except Schwxxx, xxcept for such conflict, acceleration, default, breach or violation that is not reasonably Exhibit 10.26 likely to have a material adverse effect on CIMA’s ability Schwxxx'x xxxlity 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 CIMA JMED of this Agreement, the Manufacturing Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMAJMED. This Agreement isand the Manufacturing Agreement are, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA JMED in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoLilly) the legal, valid and binding obligation of CIMAJMED, in each case enforceable against CIMA JMED in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ ' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMAJMED. All persons Persons who have executed this Agreement or the Manufacturing Agreement on behalf of CIMAJMED, or who will execute on behalf of CIMA JMED any agreement or instrument contemplated by this Agreement or the Manufacturing Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement or the Manufacturing Agreement by JMED, or any such other agreement or instrument by CIMAJMED, 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 Certificate of incorporation Incorporation or byBy-laws of CIMA JMED or any material contract or any other material obligation to which CIMA JMED 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 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 AlamoXxxxxxx) 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 or 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 '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 CIMA Alkermes 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 CIMAAlkermes. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Alkermes in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoKU) the legal, valid and binding obligation of CIMAAlkermes, in each case enforceable against CIMA Alkermes 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 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***] HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED. 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 CIMAAlkermes. All persons who have executed this Agreement on behalf of CIMAAlkermes, or who will execute on behalf of CIMA Alkermes 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 CIMAAlkermes, 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 organizational documents or byBy-laws of CIMA Alkermes or any material contract or any other material obligation to which CIMA Alkermes 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 Alkermes or upon the securities, property or business of CIMAAlkermes, or (iii) constitute a violation by CIMA Alkermes of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMAAlkermes, or to the property or business of CIMA Alkermes except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMAAlkermes’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 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[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]) 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 or 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 '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 CIMA of Schwxxx xx this Agreement 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 CIMASchwxxx. This Xxis Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in Schwxxx xx accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMASchwxxx, in xx each case enforceable against CIMA in Schwxxx xx 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 CIMASchwxxx. All Xxl persons who have executed this Agreement on behalf of CIMASchwxxx, or xx who will execute on behalf of CIMA any Schwxxx xxx 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 by Schwxxx, xx any such other agreement or instrument by CIMASchwxxx, nor xxr 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 its articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA is Schwxxx xx 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 government body against, or affecting or binding upon, CIMA or Schwxxx xx upon the securities, property or business of CIMASchwxxx, or xx (iii) constitute a violation by CIMA of Schwxxx xx any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or Schwxxx xx to the property or business of CIMA except Schwxxx, xxcept for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s ability Schwxxx'x xxxlity 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 CIMA of Schwxxx xx this Agreement 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 CIMASchwxxx. This Xhis Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in Schwxxx xx accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoNastech) the legal, valid and binding obligation of CIMASchwxxx, in xx each case enforceable against CIMA in Schwxxx xx 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 CIMASchwxxx. All Xll persons who have executed this Agreement on behalf of CIMASchwxxx, or xx who will execute on behalf of CIMA any Schwxxx xxx 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 by Schwxxx, xx any such other agreement or instrument by CIMASchwxxx, nor xxr 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 Articles of incorporation Incorporation or byBy-laws of CIMA or Schwxxx xx any material contract or any other material obligation to which CIMA is Schwxxx xx 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 government body against, or affecting or binding upon, CIMA or Schwxxx xx upon the securities, property or business of CIMASchwxxx, or xx (iii) constitute a violation by CIMA of Schwxxx xx any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or Schwxxx xx to the property or business of CIMA except Schwxxx, xxcept 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 CIMA ANI 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 CIMAANI. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA ANI in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCLP) the legal, valid and binding obligation of CIMAANI, in each case enforceable against CIMA ANI 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 CIMAANI. All persons who have executed this Agreement on behalf of CIMAANI, or who will execute on behalf of CIMA ANI 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 CIMAANI, 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 ANI or any material contract or any other material obligation to which CIMA ANI 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 ANI or upon the securities, property or business of CIMAANI, or (iii) constitute a violation by CIMA ANI of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMAANI, or to the property or business of CIMA ANI except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMAANI’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 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[***CONFIDENTIAL TREATMENT REQUESTED, PORTION OMITTED FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.***]) 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 EXHIBIT 10.25 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 or 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 '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 CIMA Lilly of this Agreement, the Manufacturing Agreement and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMALilly. This Agreement isand the Manufacturing Agreement are, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Lilly in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by Alamo) JMED), the legal, valid and binding obligation of CIMALilly, in each case enforceable against CIMA Lilly in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ ' rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMALilly. All persons Persons who have executed this Agreement or the Manufacturing Agreement on behalf of CIMALilly, or who will execute on behalf of CIMA Lilly, any agreement or instrument contemplated by this Agreement, Agreement or the Manufacturing Agreement have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement, or the Manufacturing Agreement by Lilly, or any such other agreement or instrument by CIMALilly, 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 Articles of incorporation Incorporation or byBy-laws of CIMA Lilly or any material contract or any other material obligation to which CIMA Lilly 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 Purchaser has all requisite power ------------------------ and performance by CIMA of authority to enter into this Agreement and each agreement or instrument contemplated by this Agreement, of the Ancillary Agreements and the performance of to consummate the transactions contemplated hereby and thereby, . The execution and delivery of this Agreement and each of the Ancillary Agreements and the consummation of the transactions provided for hereby and thereby have been duly authorized by all the Board of Directors of the Purchaser and no other proceeding on the part of the Purchaser is necessary corporate action by CIMAto authorize the execution or delivery of this Agreement or the Ancillary Agreements or the consummation of any of the transactions contemplated hereby or thereby. This Each of this Agreement is, and each agreement or instrument contemplated by this Agreement, when the Ancillary Agreements has been duly executed and delivered by CIMA in accordance with the provisions hereofPurchaser and, will be (assuming the due execution and delivery hereof and thereof by Alamo) the Seller, constitutes a legal, valid and binding obligation of CIMA, in each case the Purchaser enforceable against CIMA it in accordance with its termsthe terms thereof, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratorium, reorganization, or insolvency and similar laws from time affecting creditors' rights generally, and subject, as to time enforceability, to general principles of equity (regardless of whether enforcement is sought 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, an action at law 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 actiona suit in equity). Neither the execution and delivery of this Agreement or any such other agreement Ancillary Agreement, the performance by the Purchaser of its obligations hereunder or instrument by CIMA, thereunder nor the performance consummation of the obligations contemplated transactions provided for hereby and thereby, will (i) conflict with or result in any violation of thereby does 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.will:

Due Authority; No Breach. The execution, delivery and performance by CIMA Buyer of this Agreement and each of every other agreement or instrument contemplated to be executed and delivered by Buyer pursuant to this Agreement, and the performance by Buyer of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMAaction. This Agreement isis a legal, valid and binding obligation of Buyer, and each other agreement or instrument contemplated to be executed and delivered by Buyer pursuant to this Agreement, when executed and delivered by CIMA in accordance with the provisions hereofBuyer, will be (assuming the due execution and delivery hereof and thereof by Alamo) the a legal, valid and binding obligation of CIMABuyer, in each case enforceable against CIMA Buyer in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, insolvency or other similar laws from time to time in effect which affect the enforcement of creditors’ ' rights generally in general and by legal and equitable limitations on the availability general principles of specific performance and other equitable remedies against CIMAequity (regardless of whether such enforceability is considered in a proceeding in equity or at law). All persons who have executed this Agreement on behalf of CIMABuyer, or who will execute on behalf of CIMA Buyer 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 by Buyer of this Agreement or any such other agreement or instrument to be executed and delivered by CIMA, Buyer pursuant to this Agreement nor the performance consummation by Buyer of the obligations transactions contemplated hereby and thereby, or 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 under, any provision of the articles of incorporation charter or by-laws of CIMA Buyer or any material contract mortgage, bond, indenture, agreement, franchise or any other material instrument or obligation to which CIMA Buyer is a party or to by which it is subject or its assets are bound, or ; (ii) violate any judgment, order, injunction, decree or award of any court, administrative agency, arbitrator agency or governmental body against, or affecting or binding upon, CIMA Buyer or upon the securities, property or business of CIMA, Buyer; or (iii) constitute a violation by CIMA Buyer of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMABuyer or the securities, 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 herebyBuyer.

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 's ability to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby.

Due Authority; No Breach. The execution, execution and delivery and performance by CIMA Seller of this Agreement and each agreement or instrument contemplated by this Agreement, Seller's Ancillary Documents, and the performance consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and consented to by the Board of Directors of Seller, Seller's shareholder and by all other necessary corporate action of Seller ("CONSENTS"). The execution and delivery by CIMASeller of this Agreement, Seller's Ancillary Documents, and the consummation by Seller of the transactions contemplated hereby and thereby, have been duly authorized and consented to by the Board of Directors of Parent, and the shareholders of Parent, if required under any Legal Requirement and by all other necessary corporate action of Parent ("PARENT CONSENTS") The executed Consents and Parent Consents are annexed as APPENDIX A and shall be updated at the Closing. This Agreement isand Seller's Ancillary Documents have been, and each agreement or instrument contemplated by this Agreement, when duly executed and delivered by CIMA in accordance with the provisions hereofSeller, will be (assuming the due execution and delivery hereof this Agreement and thereof by Alamo) the Seller's Ancillary Documents are legal, valid and binding obligation obligations of CIMASeller, in each case enforceable against CIMA Seller, in accordance with its terms, their terms except as such enforceability may be limited affected by any applicable bankruptcy, insolvency, moratoriumequitable subordination, reorganization, reorganization or similar laws from time and general principles of equity pertaining to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations ' rights. Except as set forth on the availability of specific performance and other equitable remedies against CIMA. All persons who have executed this Agreement on behalf of CIMASCHEDULE 4.2, 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 neither the execution and delivery by Seller of this Agreement or any such other agreement or instrument by CIMAof Seller's Ancillary Documents, nor the performance consummation by Seller, of the obligations transactions contemplated hereby and or thereby, nor the compliance by Seller, with or fulfillment by Seller, of the terms and provisions hereof or thereof will (i) conflict with or result in any violation of or constitute a breach or violation of any of the terms terms, conditions or provisions of the certificate of incorporation or bylaws or other corporate governance documents of Seller or Parent, 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 result in default under, or permit the acceleration of any obligation under, or constitute a default under any provision of the articles any Contract, Permit, Lien or other instrument or restriction of incorporation or by-laws of CIMA or any material contract or any other material obligation kind to which CIMA Seller is a party or to by which it Seller or any of the Assets is subject otherwise bound or boundaffected which in any single case, have a Material Adverse Effect, as defined in Section 4.5 below, on the Business, or (iiiii) violate any judgment, order, writ, injunction, decree 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 CIMAwhich specifically names Seller, or to the property knowledge of Seller upon making reasonable inquiry, violate any judgment, order, writ, injunction, decree, award, statute, rule or business regulation applicable to Seller, Parent or any of CIMA except for such conflictthe Assets, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect result in the creation or imposition of any Lien on CIMA’s ability to perform its obligations under this Agreement or under any agreement or instrument contemplated herebyof the Assets.

Due Authority; No Breach. The execution, delivery and performance by CIMA CLP of this Agreement 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 CIMACLP. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA CLP in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoAM) the legal, valid and binding obligation of CIMACLP, in each case enforceable against CIMA CLP in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, or similar laws from time to time in effect which affect the enforcement of creditors’ rights generally and by legal and equitable limitations on the availability of specific performance and other equitable remedies against CIMACLP. All persons who have executed this Agreement on behalf of CIMACLP, or who will execute on behalf of CIMA CLP 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 CLP, or any such other agreement or instrument by CIMACLP, 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 its articles of incorporation organization or by-laws of CIMA or any material contract or any other material obligation to which CIMA CLP 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 government body against, or affecting or binding upon, CIMA CLP or upon the securities, property or business of CIMACLP, or (iii) constitute a violation by CIMA CLP of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, CLP or to the property or business of CIMA CLP, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMACLP’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 CIMA ANI 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 CIMAANI. This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA ANI in accordance with the provisions hereof, ; will be (assuming the due execution and delivery hereof and thereof by AlamoCLP) the legal, valid and binding obligation of CIMAANI, in each case enforceable against CIMA ANI 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 CIMAANI. All persons who have executed this Agreement on behalf of CIMAANI, or who will execute on behalf of CIMA ANI 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 CIMAANI, 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 ANI or any material contract or any other material obligation to which CIMA ANI 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.or

Due Authority; No Breach. The execution, delivery and performance by CIMA Lilly of this Agreement Agreement, the Manufacturing Agreement, and each agreement or instrument contemplated by this Agreement, and the performance of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action by CIMALilly. This Agreement isand the Manufacturing Agreement are, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Lilly in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoDura) the legal, valid and binding obligation of CIMALilly, in each case enforceable against CIMA Lilly 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 CIMALilly. All persons who have executed this Agreement or the Manufacturing Agreement on behalf of CIMALilly, or who will execute on behalf of CIMA Lilly any agreement or instrument contemplated by this Agreement or the Manufacturing Agreement, have been duly authorized to do so by all necessary corporate action. Neither the execution and delivery of this Agreement or the Manufacturing Agreement by Lilly, or any such other agreement or instrument by CIMALilly, 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 Articles of incorporation Incorporation or byBy-laws of CIMA Lilly or any material contract or any other material obligation to which CIMA Lilly 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 Lilly or upon the securities, property or business of CIMALilly, or (iii) constitute a violation by CIMA Lilly of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMALilly, or to the property or business of CIMA Lilly except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s Lilly'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 CIMA Xxxxxxx of this Agreement 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. Xxxxxxx This Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA Xxxxxxx in accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoCIMA) the legal, valid and binding obligation of CIMAXxxxxxx, in each case enforceable against CIMA Xxxxxxx 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. Schwarz All persons who have executed this Agreement on behalf of CIMAXxxxxxx, or who will execute on behalf of CIMA Xxxxxxx 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 Xxxxxxx, or any such other agreement or instrument by CIMAXxxxxxx, 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 its articles of incorporation or by-laws of CIMA or any material contract or any other material obligation to which CIMA Xxxxxxx 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 government body against, or affecting or binding upon, CIMA Xxxxxxx or upon the securities, property or business of CIMAXxxxxxx, or (iii) constitute a violation by CIMA Xxxxxxx of any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, Xxxxxxx or to the property or business of CIMA Xxxxxxx, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s Xxxxxxx'x 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 CIMA of Schwxxx xx this Agreement 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 CIMASchwxxx. This Xhis Agreement is, and each agreement or instrument contemplated by this Agreement, when executed and delivered by CIMA in Schwxxx xx accordance with the provisions hereof, will be (assuming the due execution and delivery hereof and thereof by AlamoNastech) the legal, valid and binding obligation of CIMASchwxxx, in xx each case enforceable against CIMA in Schwxxx xx 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 CIMASchwxxx. All Xll persons who have executed this Agreement on behalf of CIMASchwxxx, or xx who will execute on behalf of CIMA any Schwxxx xxx 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 by Schwxxx, xx any such other agreement or instrument by CIMASchwxxx, nor xxr 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 Articles of incorporation Incorporation or byBy-laws of CIMA or Schwxxx xx any material contract or any other material obligation to which CIMA is Schwxxx xx 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 government body against, or affecting or binding upon, CIMA or Schwxxx xx upon the securities, property or business of CIMASchwxxx, or xx (iii) constitute a violation by CIMA of Schwxxx xx any applicable law or regulation of any jurisdiction as such law or regulation relates to CIMA, or Schwxxx xx to the property or business of CIMA except Schwxxx, xxcept for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on CIMA’s ability Schwxxx'x xxxlity to perform its obligations under this Agreement or under any agreement or instrument contemplated hereby.