Common use of Compliance with Laws; Consents Clause in Contracts

Compliance with Laws; Consents. (a) Except as disclosed in the Section 3.06(a) of the Company Disclosure Schedule, each Group Company is in compliance in all material respects with all applicable Laws, including without limitation, the Specified Laws. The business of each Group Company as now conducted and as presently planned to be conducted are in compliance in all material respects with all applicable Laws, including without limitation, the Specified Laws. No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a material violation by any Group Company of, or a failure on the part of such entity to comply with, any applicable Laws, including without limitation, any Specified Laws, in any material respect, or (b) may give rise to any material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. To the Knowledge of the Company Parties, no Group Company is under investigation with respect to a material violation of any Law.

Compliance with Laws; Consents. (ai) Except for as disclosed described in the Section 3.06(a3.8(i) of the Company Disclosure Schedule, each Group Company is is, and has been, in compliance in all material respects with all applicable Laws, including without limitation, the Specified Laws. The business of each Group Company as now conducted and as presently planned to be conducted are in compliance in all material respects with all applicable Laws, including without limitation, the Specified Laws. No event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a material violation by any Group Company of, or a failure on the part of such entity to comply with, any applicable Laws, including without limitation, any Specified Laws, Laws in any material respect, or (b) may give rise to any material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoing. To the Knowledge of the Company PartiesWarrantors, no Group Company is under investigation with respect to a material violation of any Law.

Compliance with Laws; Consents. (ai) Except as disclosed in the Section 3.06(a) of the Company Disclosure Schedule, each Each Group Company is is, and has been, in compliance in all material respects with all applicable Laws, including without limitation, the Specified Laws. The business of each Group Company as now conducted and as presently planned to be conducted are in compliance in all material respects with all applicable LawsHealth Care Laws and any other applicable Laws relating to its clinical trials as well as development and discovery activities in relation to the Products, and all applicable transfer pricing Laws including without limitationthe execution and maintenance of contemporaneous documentation substantiating the transfer pricing practices and methodology of the Group Companies. To the Warrantors’ knowledge, the Specified Laws. No no event has occurred and no circumstance exists that (with or without notice or lapse of time) (a) may constitute or result in a material violation by any Group Company of, or a failure on the part of such entity to comply with, any applicable Laws, including without limitation, any Specified Laws, Laws in any material respect, or (b) may give rise to any material obligation on the part of any Group Company to undertake, or to bear all or any portion of the cost of, any remedial action of any nature. None of the Group Companies has received any notice from any Governmental Authority regarding any of the foregoingforegoing or otherwise alleging violation in any material respect of any applicable Law. To the Knowledge of the Company Parties, no No Group Company is under investigation or action with respect to a material violation of any Law.