Common use of Compliance with Laws and Permits Clause in Contracts

Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) the Company Charter Documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authority. The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 (“Company Permits”) and the Company Permits are validly issued and in full force and effect, except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the relevant Company. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as listed in Schedule 3.17(a), no investigation or review by any governmental authority with respect to the Company is pending or, to the Knowledge of the Company, threatened, other than those the outcome of which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material Contract.

Compliance with Laws and Permits. The Neither Company nor Subsidiary is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under, (a) the Company Charter Documentsits articles or certificate of incorporation, by-laws, articles of organization or operating agreement, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which Company or Subsidiary is a party or by which its properties are bound, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect on Company or Subsidiary. The Company has and Subsidiary have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 their assets (“Company Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have would not reasonably be expected to result in a Material Adverse Effect on the relevant CompanyCompany or Subsidiary. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is and Subsidiary are each in compliance with the terms of its Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on the Company. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company or Subsidiary is pending or, to the Knowledge knowledge of the CompanyCompany or Subsidiary, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractDisclosure Schedule.

Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) the Company Charter Documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authority. The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities necessary for the lawful conduct each of its business and the lawful ownership, use and operation of its assets, as listed Subsidiaries is in Schedule 3,18 (“Company Permits”) and the Company Permits are validly issued and in full force and effectcompliance with all Applicable Laws, except for Company Permits which the failure to obtain or hold such non-compliance as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the relevant Company. None Company Group; provided, however, that Company makes no representation and warranty under this Section 3.13(a) as to any Applicable Law as to which Company specifically makes a representation and warranty elsewhere in this Article III, including such representations and warranties as are qualified by (i) Material Adverse Effect or materiality (or words of the similar effect) or (ii) reference to information disclosed on a Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is in compliance with the terms of its Company Permits, except where the failure to comply Disclosure Schedule. (b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company Group, to Company’s Knowledge, Company and each of its Subsidiaries holds all material permits, licenses and approvals from, and has made all material filings with, Governmental Authorities, that are necessary and/or legally required to be held by it to conduct the Company Business as presently conducted without any violation of Applicable Law (“Governmental Permits”), and all such Governmental Permits are valid and in full force and effect. Except as listed in Schedule 3.17(a), no investigation or review by any governmental authority with respect to the Company is pending or, to the Knowledge of the Company, threatened, other than those the outcome of which would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company. To the Knowledge Company Group, Company has not received any written notice or other written communication from any Governmental Authority regarding (i) any violation of the Companyterms of any Governmental Permit or any failure to comply with any term or requirement of any Governmental Permit or (ii) any revocation, no other party to withdrawal, suspension, cancellation, termination or modification of any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractGovernmental Permit.

Compliance with Laws and Permits. The Company Neither Seller nor its subsidiary is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) the Company Charter Documents, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority. The Company has Seller and its subsidiary have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 the Assets (the “Company Seller Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Seller Permits which the failure to obtain or hold would not, individually or in the aggregate, have result in a Material Adverse Effect on the relevant CompanyChange. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is Seller and its subsidiary are in compliance with the terms of its Company the Seller Permits, except where the failure to comply would not, individually or in the aggregate, have result in a Material Adverse Effect on Change. All of the CompanySeller Permits are in full force and effect and no action or claim is pending nor, to the Knowledge of Seller, is threatened to revoke or terminate any Seller Permit or declare any Seller Permit invalid in any material respect. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company Seller or its subsidiary is pending or, to the Knowledge knowledge of the CompanySeller, threatened, other than those the outcome of which would not, individually or in the aggregate, have result in a Material Adverse Effect on the CompanyChange. To the Knowledge All Seller Permits that are material to Seller are set forth in Section 4.01(l) of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractSeller Disclosure Schedule.

Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) the Company Charter Documentsits certificate of incorporation or by-laws, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company is a party or by which its properties are bound, except (in the case of clause (b) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 assets (the “Company Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the relevant Company. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company is pending or, to the Knowledge knowledge of the Company, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge Section 3.16 of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractDisclosure Schedule.

Compliance with Laws and Permits. The Neither the Company nor any of its Subsidiaries is not in any material respect in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (ai) the Company Charter Documentsits certificate of incorporation or bylaws, or (bii) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (iii) any Material Agreement to which the Company or any of its Subsidiaries is a party or by which it or any of its properties are bound, except (in the case of clause (ii) or (iii) above) for any violation or default that would not, individually or in the aggregate, have a Material Adverse Effect on the Company. The Company has and its Subsidiaries have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 their assets (“Company Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have a Material Adverse Effect on the relevant Company. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is and its Subsidiaries are in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have a Material Adverse Effect on the Company. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company or any of its Subsidiaries is pending or, to the Knowledge knowledge of the CompanyCompany and its Subsidiaries, threatened, other than those except as set forth in Section 3.2(q) of the outcome of which would notCompany Disclosure Schedule. Anything in this Section 3.2(q) to the contrary notwithstanding, individually or in the aggregate, have a Material Adverse Effect on Section 3.2(s) sets forth the Company’s sole representations and warranties with respect to environmental matters. To the Knowledge Table of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material Contract.Contents

Compliance with Laws and Permits. The Neither the Company nor any of the Subsidiaries is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) the Company Charter Documentsits certificate of incorporation, bylaws, certificate of limited partnership or partnership agreement, (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company or any of the Subsidiaries is a party or by which its properties are bound, except, with respect to clauses (b) and (c) above, for any violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company or any of the Subsidiaries. The Company has and the Subsidiaries have obtained and holds hold all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 their assets (“Company Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on the relevant Company. None Company or any of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewithSubsidiaries. The Company is and the Subsidiaries are in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on the CompanyCompany or any of the Subsidiaries. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company or any of the Subsidiaries is pending or, to the Knowledge knowledge of the CompanyCompany or the Subsidiaries, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractDisclosure Schedule.

Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under under: (a) the Company Charter Documentsits certificate of incorporation or bylaws, or (b) any applicable law, rule, regulation, ordinance, order, writ, decree or judgment of any governmental authorityGovernmental Authority, or (c) any Material Agreement to which the Company is a party or by which its properties are bound, except (in the case of clause (b) or (c) above) for any violation or default that would not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect on the Company. The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities Governmental Authorities necessary for the lawful conduct of its business and or the lawful ownership, use and operation of its assets, as listed in Schedule 3,18 assets (“Company Permits”) and the Company Permits are validly issued and in full force and effect), except for Company Permits which the failure to obtain or hold would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on the relevant Company. None of the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is in compliance with the terms of its the Company Permits, except where the failure to comply would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect on the Company. Except as listed in Schedule 3.17(a), no No investigation or review by any governmental authority Governmental Authority with respect to the Company is pending or, to the Knowledge knowledge of the Company, threatened, other than those the outcome of which would not, individually or except as set forth in the aggregate, have a Material Adverse Effect on the Company. To the Knowledge of the Company, no other party to any Material Contract is in material breach of the terms, provisions or conditions of such Material ContractDisclosure Schedule.

Compliance with Laws and Permits. The Company is not in violation of, or in default in any material respect under, and no event has occurred that (with notice or the lapse of time or both) would constitute a violation of or default under (a) Company and its subsidiaries are and have been in material compliance with all applicable laws applicable to their businesses, including all laws applicable to the Company Charter Documentsresearch, or (b) any applicable lawnonclinical and clinical testing, ruledevelopment, regulationmanufacturing, ordinance, order, writ, decree or judgment of any governmental authority. The Company has obtained and holds all permits, licenses, variances, exemptions, orders, franchises, approvals and authorizations of all governmental authorities necessary for the lawful conduct of its business and the lawful ownership, use operation, storage, import, export, warehousing, packaging, and operation handling of its assets, as listed in Schedule 3,18 (“Company Permits”) and the Company Permits are validly issued and in full force and effectpharmaceutical products, except for Company Permits which where the failure to obtain or hold be so in compliance would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the relevant CompanyEffect. None Since January 1, 2023, neither Company nor any of its subsidiaries has received any written notice of any violation or alleged violation of any such applicable laws, from any U.S. or non-U.S. federal, national, state, local or other governmental or regulatory authority, agency or body, court, arbitrator or self-regulatory organization having jurisdiction over the Company Permits will be adversely affected by the consummation of the transactions contemplated hereunder or requires any filing or consent in connection therewith. The Company is in compliance with the terms of its Company Permitssubsidiaries or any of their respective properties, assets, or operations (a “Governmental Authority”), except where the failure to comply for such violations or alleged violations that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect. (b) Company and its subsidiaries have obtained and are in compliance in all material respects with all permits, licenses, franchises, approvals, authorizations and registrations issued or granted by Governmental Authorities that are required for the Companyconduct by Company and its subsidiaries of their respective businesses and ownership of their respective properties (each, a “Company Permit”). Except as listed in Schedule 3.17(a), no investigation or review by any governmental authority with respect to the Company No proceeding is pending or, to the Knowledge knowledge of the Company, threatenedthreatened to revoke, other than those the outcome of which suspend, cancel, terminate, or adversely modify any such Company Permit, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect Effect. (c) None of Company or its subsidiaries or, to the knowledge of Company, any director, employee or other person acting on the Company. To the Knowledge behalf of Company or any of its subsidiaries, has (i) taken any action in furtherance of an offer, payment, promise to pay, or authorization or approval of the payment or giving of money, property, gifts or anything else of value, directly or indirectly, to any “government official” (including any officer or employee of a government or government-owned or controlled entity or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or party official or candidate for political office) to improperly influence official action or secure an improper advantage for the benefit of Company; (ii) violated in any material respect the United States Foreign Corrupt Practices Act of 1977, as amended, any applicable law or regulation implementing the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions, or committed an offence under the Bribery Act 2010 of the United Kingdom, or any other applicable anti-bribery or anti-corruption law; or (iii) made, offered, agreed, requested or taken an act in furtherance of any unlawful bribe or other unlawful benefit, including, without limitation, any payoff, influence payment, kickback or other unlawful or improper payment or benefit. (d) The operations of Company and its subsidiaries are and have been conducted at all times in material compliance with all applicable financial recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT ACT), and the applicable anti-money laundering statutes of jurisdictions where Company and its subsidiaries conduct business, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money Laundering Laws”), and no action, suit or proceeding by or before any court or Governmental Authority or body or any arbitrator involving Company or any of its subsidiaries with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of Company, no threatened. (i) Neither Company nor any of its subsidiaries, nor, to the knowledge of Company, any director, officer, or employee, agent, Affiliate or representative of Company or any of its subsidiaries, is an individual or entity (“Company Person”) that is, or is owned or controlled by a Company Person that is: (A) the subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control, the United Nations Security Council, the European Union, His Majesty’s Treasury, or other party to relevant sanctions authority (collectively, “Sanctions”), nor (B) located, organized or resident in a country or territory that is the subject of Sanctions, and (ii) for the past three years, Company and its subsidiaries have not knowingly engaged in and are not now knowingly engaged in any Material Contract is dealings or transactions with any Company Person, or in material breach any country or territory, that at the time of the terms, provisions dealing or conditions transaction is or was the subject of such Material ContractSanctions.