Common use of No Conflicts; Enforceability Clause in Contracts

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser (a) is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles of Organization or Bylaws of Purchaser, (b) does not require on the part Purchaser any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the Closing. This Agreement and the Other Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser Reliant (a) is not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles of Organization Incorporation or Bylaws of PurchaserReliant, (b) does not require on the part Purchaser Reliant any notice to or filing with, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii4.2(a)(iii)), (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser Reliant or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser Reliant is a party or by which Purchaser Reliant is bound or to which any of its assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser Reliant of the transactions contemplated hereby or be reasonably likely to result in have a Material Adverse Effect following the ClosingEffect. This Agreement and the Other Agreements have been duly executed and delivered by PurchaserReliant, and constitute the legal, valid and binding obligations of PurchaserReliant, enforceable against Purchaser Reliant in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Related Agreements by Purchaser and the consummation of the transactions contemplated hereby and thereby (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles of Organization or Bylaws organizational documents of Purchaser, (b) assuming all of the consents, approvals, authorizations and permits described in Section 5.5 have been obtained and all the filings and notifications described in Section 5.5 have been made and any waiting periods thereunder have terminated or expired, does not require on the part Purchaser conflict with or violate any notice Law applicable to or filing withPurchaser, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or other instrument binding on Purchaser or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets Assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent or materially delay consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the ClosingTransaction. This Agreement and the Other Related Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of or general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles certificate of Organization incorporation or Bylaws bylaws of Purchaser, (b) assuming all of the consents, approvals, authorizations and permits described in Section 5.5 have been obtained and all the filings and notifications described in Section 5.5 have been made and any waiting periods thereunder have terminated or expired, does not require on the part Purchaser conflict with any notice Law applicable to or filing withPurchaser, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets Assets is subject, except in the case of clauses (b) and (c) for such prohibitionprohibitions, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent or delay the consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the ClosingTransactions. This Agreement and the Other Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ ' rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser Seller (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles of Organization or Bylaws of PurchaserSeller Constituent Documents, (b) does assuming the Shareholder Approvals, and all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, will not require on the part Purchaser conflict with any notice Law applicable to or filing withSeller, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser Seller is a party or by which Purchaser Seller is bound or to which any of its assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the Closing. This Agreement and the Other Agreements have been duly executed and delivered by PurchaserSeller, and constitute the legal, valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generallyrights, generally (the “Equitable Exceptions”).

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser Transaction Documents and the consummation of the transactions contemplated hereby and thereby (a) is are not prohibited or limited by, do not and will not violate or contravene, do not and will not conflict with, and do not and will not result in the breach of or a default under, any provision of the Articles certificate of Organization incorporation or Bylaws bylaws of Purchaser, (b) does assuming all of the consents, approvals, authorizations and permits required by this Transaction have been obtained and all the filings and notifications required by this Transaction have been made and any waiting periods thereunder have terminated or expired, do not require on the part and will not conflict with any Law to which Purchaser any notice to is subject or filing withby which Purchaser is bound, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), (c) does do not and will not violate or contravene, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, (i) any material agreement or instrument binding on Purchaser or any applicable order, writ, injunction or decree of any court or Governmental Authority Contract to which Purchaser is a party or by which Purchaser is bound or (ii) any award, judgment, ruling, charge, order, writ, injunction or decree of any Governmental Authority or arbitrator to which any of its assets Purchaser is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach a party or default subject or by which would not prevent consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the Closingis bound. This Agreement and the Other Agreements have has been duly executed and delivered by Purchaser, and constitute constitutes the legal, valid and binding obligations obligation of Purchaser, enforceable against Purchaser in accordance with their respective its terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser Seller (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles Certificate of Organization Incorporation or Bylaws of PurchaserSeller, (b) does assuming all of the consents, approvals, authorizations and permits described in Section 4.9 have been obtained and all the filings and notifications described in Section 4.9 have been made and any waiting periods thereunder have terminated or expired, will not require on the part Purchaser conflict with any notice Law applicable to or filing withSeller, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser Seller or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser Seller is a party or by which Purchaser Seller is bound or to which any of its assets Assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the Closing. This Agreement and the Other Agreements have been duly executed and delivered by PurchaserSeller, and constitute the legal, valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to or affecting creditors’ rights generallyrights, generally (the “Equitable Exceptions”).

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles Certificate of Organization Incorporation or Bylaws of Purchaser, (b) does not require on assuming that all of the part Purchaser any notice to or filing withconsents, or any permitapprovals, authorization, consent or approval of, authorizations and permits of any Governmental Authority (other than described in Section 5.5 have been obtained and all of the letter filings and notifications described in Section 5.5 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to the FDA contemplated by Section 4.2(b)(iii))Purchaser, and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument Contract binding on Purchaser or any applicable order, writ, injunction or decree Order of any court or Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets Assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach consent or default approval which would not prevent or delay consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the ClosingTransactions. This Agreement and the Other Agreements have been (or, with respect to Other Agreements to be executed as of the Closing Date, will be) duly executed and delivered by Purchaser, and constitute (or, with respect to Other Agreements to be executed as of the Closing Date, will constitute) the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Law of general application relating to or affecting creditors’ rights generally.. SD\906843.15

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser Seller (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles certificate of Organization incorporation or Bylaws bylaws of PurchaserSeller, (b) assuming all of the consents, approvals, authorizations and permits described in Section 4.7 have been obtained and all the filings and notifications described in Section 4.7 have been made and any waiting periods thereunder have terminated or expired, does not require on the part Purchaser not, in any notice material respect, conflict with any Law applicable to or filing withSeller, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) other than with respect to the consents listed on Schedule 4.3, does not not, in any material respect, conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser Seller or any applicable order, writ, injunction or decree of any court or applicable Governmental Authority to which Purchaser Seller is a party or by which Purchaser Seller is bound or to which any of its assets Assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent consummation by Purchaser of including the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the ClosingPurchased Assets. This Agreement and the Other Agreements have been duly executed and delivered by PurchaserSeller, and constitute the legal, valid and binding obligations of PurchaserSeller, enforceable against Purchaser Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights generally.

No Conflicts; Enforceability. The execution, delivery and performance of this Agreement and the Other Agreements by Purchaser (a) is are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Articles certificate of Organization incorporation or Bylaws bylaws of Purchaser, (b) does not require on assuming all of the part Purchaser consents, approvals, authorizations and permits described in Section 5.5 have been obtained and all the filings and notifications described in Section 5.5 have been made and any notice waiting periods thereunder have terminated or expired, conflict with any Law applicable to or filing withPurchaser, or any permit, authorization, consent or approval of, any Governmental Authority (other than the letter to the FDA contemplated by Section 4.2(b)(iii)), and (c) does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require any notice, consent or waiver under, any material agreement or instrument binding on Purchaser prior the Closing Date or any applicable order, writ, injunction or decree of any court or Governmental Authority to which Purchaser is a party or by which Purchaser is bound or to which any of its assets Assets is subject, except for such prohibition, limitation, default, notice, filing, permit, authorization, consent, approval, conflict breach or default which would not prevent or delay consummation by Purchaser of the transactions contemplated hereby or be reasonably likely to result in a Material Adverse Effect following the ClosingTransactions. This Agreement and the Other Agreements have been duly executed and delivered by Purchaser, and constitute the legal, valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws Laws of general application relating to or affecting creditors’ rights generally.