Common use of Acquired Contracts Clause in Contracts

Acquired Contracts. (a) Each of the Acquired Contracts represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto and, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledge, no other party thereto is in material breach of or material default under any Acquired Contract, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreements.

Acquired Contracts. (a) Each Seller has delivered to Purchaser a true and accurate list of all Material Contracts in effect as of the Acquired Contracts represents a valid and binding obligation of one or more of the Sellers and/or its Affiliate(s) party thereto andAgreement Date, to the knowledge of the Sellers, each other party thereto, and is enforceable against such Seller and/or its Affiliate and, to the knowledge of the Sellers, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledge, no other party thereto is in material breach of or material default under any Acquired Contract, and none of the Sellers or any of their respective Affiliates have given or received written or, to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or default. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a party to any Acquired Contract intends to cancel, withdraw, modify or amend such Acquired Contract, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True and complete copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to the transactions contemplated by this Agreement, except (x) to the extent such Contracts have been redacted to (A) enable compliance with Laws relating to antitrust or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated which are set forth on Schedule 1.1(bSection 5.1(h) of the Disclosure Schedules. This Section 4.6(aDuring the Pre-Closing Period, Seller shall (i) shall not apply use its commercially reasonable efforts to locate any other Contract within 45 days of the Agreement Date that is (A) related to the Aclidinium AgreementsBusiness or (B) by which an Acquired Asset is bound, that was not previously made available to Purchaser (a “Later Discovered Contract”), (ii) promptly notify Purchaser Guarantor upon the discovery of such Later Discovered Contact and provide a copy thereof and (iii) amend Section 5.1(h) of the Disclosure Schedules to disclose any Later Discovered Contracts that Purchaser agrees should be listed on Section 5.1(h) of the Disclosure Schedules (each, an “Additional Material Contract”). All of the Acquired Contracts are valid and binding agreements of Seller or to the extent applicable, its Affiliates, enforceable in accordance with their terms. Seller has made available or delivered to Purchaser a correct and complete copy of each written Acquired Contract (other than purchase orders), together with all amendments, modifications and supplements thereto, as well as written description of each oral Acquired Contract, if any. Seller or to the extent applicable, its Affiliate, is not in material breach or material default of any of the Acquired Contracts, and no event has occurred that with notice or lapse of time, or both, would constitute a material default by Seller or its Affiliate, if applicable, under any Acquired Contract. To the Knowledge of Seller, no other party to an Acquired Contract is in material breach or material default of such Acquired Contract and no event has occurred that with notice or lapse of time, or both, would constitute a material default by such other party under any Acquired Contract. No party has repudiated in writing or, to the Knowledge of Seller, otherwise provided notice of its intention to repudiate any provision of an Acquired Contract. To the knowledge of Seller, none of the Acquired Contracts are subject to any Claims, charges, set offs, or defenses. No Seller or to the extent applicable, its Affiliate, has given to or received from any other Person any written, or to the Knowledge of Seller other, notice regarding any material violation or breach of, or default under, any Acquired Contract.

Acquired Contracts. (a) Each of the Acquired Contracts represents is a valid and binding obligation of one a Seller or more of the Sellers and/or its Affiliate(s) Affiliate party thereto and, to the knowledge Knowledge of the SellersSeller, each other party thereto, and is enforceable against the applicable Seller or such Seller and/or its Affiliate and, to the knowledge Knowledge of the SellersSeller, each other party thereto, in accordance with its terms, and is in full force and effect, subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of creditors’ rights generally and (ii) general equitable principles (whether considered in a proceeding in equity or at Law). None of the Sellers or any of their respective Affiliates is are in material breach of or material default under any of the Acquired Contracts and, to the Sellers’ knowledgeKnowledge of Seller, no other party thereto is event has occurred which with the passage of time or the giving of notice or both would result in such a material breach or material default, give to others any rights of termination, material amendment, acceleration or cancellation of, or result in the creation of any Encumbrance applicable to the Acquired Assets and, to Seller’s Knowledge, there is no material breach or material default under by any Acquired Contractother party, and none of the Sellers either pending or any of their respective Affiliates have given or received written orthreatened, with respect to the Sellers’ knowledge, unwritten notice to or from any party to an Acquired Contract relating to any such alleged breach or defaultContracts. None of the Sellers or any of their respective Affiliates has received any written or, to the Sellers’ knowledge, unwritten notice that a No party to any Acquired Contract has and, to the Knowledge of Seller, no such party intends to or has threatened to cancel, withdraw, modify or amend any such Acquired Contract. Prior to the date hereof, nor have the Sellers or any of their respective Affiliates given such a written notice to a party to any Acquired Contract. True true, complete and complete correct copies of all Acquired Contracts (including all schedules, exhibits, appendices, amendments, modifications and waivers relating thereto) have been made available to Purchaser or its advisors with respect to Purchasers. Except as set forth on Schedule 5.4 of the transactions contemplated by this AgreementSeller Disclosure Letter, except (x) to none of the extent such Acquired Contracts have been redacted to (A) enable compliance with Laws relating to antitrust entered into by Sellers or the safeguarding of data privacy or (B) exclude commercially sensitive financial information or (y) as expressly indicated their respective Affiliates other than on Schedule 1.1(b) of the Disclosure Schedules. This Section 4.6(a) shall not apply to the Aclidinium Agreementsan arm’s length basis.