Common use of Compliance with Laws; Litigation Clause in Contracts

Compliance with Laws; Litigation. (a) Except as would not reasonably be expected to be material to the Program, the Acquired Assets or the Product, (i) neither Aeglea nor any of its Subsidiaries is in violation of any applicable Law relating to the Program, the Product, the Acquired Assets or the Assumed Liabilities, (ii) except as set forth on Schedule 4.9, all governmental licenses, permits, approvals and authorizations employed in, or necessary to the ongoing operation of the Program as currently conducted, are in full force and effect and (iii) neither Aeglea nor any of its Subsidiaries has received any communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets, Assumed Liabilities, the Product or the operation of the Program. (b) The Program has been conducted and developed, and the Product been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respects. (c) There is no Legal Proceeding pending against, or to the knowledge of Aeglea or any of its Subsidiaries, threatened against or affecting, the Acquired Assets or relating to the Acquired Assets or the Program before any arbitrator or any Governmental Authority, and there are no outstanding Orders, injunctions or decrees of any Governmental Authority that apply to or otherwise relate to the Acquired Assets or the Program (or that will apply to Immedica after Closing) that restrict the ownership, disposition or use of the Acquired Assets or the Product, or the conduct of the Program.

Compliance with Laws; Litigation. (a) Except as Seller has complied with all laws, regulations, rules, writs, injunctions, ordinances, franchises, decrees or orders of any federal or state court or of any municipal or governmental department commission, board, bureau, agency or instrumentality which are applicable to the Assets to be Acquired or the Business (each individually a "Law" and collectively, "Laws"), except where failure to comply would not reasonably be expected to be material to the Programhave a Material Adverse Effect and has not received any notice of any alleged claim or threatened claim, the Acquired Assets or the Product, (i) neither Aeglea nor any of its Subsidiaries is in violation of or liability or potential responsibility under any applicable such Law relating to the Program, the Product, the Acquired Assets or the Assumed Liabilities, (ii) except as set forth on Schedule 4.9, all governmental licenses, permits, approvals which have not heretofore been cured and authorizations employed in, or necessary to the ongoing operation of the Program as currently conducted, are in full force and effect and (iii) neither Aeglea nor any of its Subsidiaries has received any communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets, Assumed Liabilities, the Product or the operation of the Programfor which there is no remaining liability. (b) The Program has All reports, schedules and/or returns of any administrative agency of the federal or any state or local government required to be filed by Seller have been conducted and developedfiled, and the Product been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respectsabsence of which would not be expected to have a Material Adverse Effect. (c) There is are no Legal Proceeding lawsuits, claims, suits, proceedings or investigations pending againstor, or to the best knowledge of Aeglea or any of its SubsidiariesSeller, threatened against or affectingaffecting Seller, nor are there any lawsuits, claims, suits or proceedings pending in which Seller is the Acquired Assets plaintiff or relating to the Acquired Assets or the Program before any arbitrator or any Governmental Authorityclaimant, and there are no outstanding Orders, injunctions or decrees of any Governmental Authority that apply to or otherwise relate to the Assets to be Acquired Assets or the Program (Business and which seek any judgment, order, award or other decision that will apply would impair the ability of Seller to Immedica after Closing) that restrict perform this Agreement, or would impair the ownership, disposition or use quality of title of the Assets to be Acquired, or would adversely affect the normal operation of the Business, or would otherwise adversely affect Seller's right, title or interest in the Assets to be Acquired Assets or the ProductBusiness. (d) There is no action, suit or proceeding pending or, to the conduct best knowledge of Seller, threatened which questions the legality or propriety of the Programtransactions contemplated hereby. (e) Seller is not subject to or bound by any judgment, order or decree of any court or governmental authority.

Compliance with Laws; Litigation. (a) Except as would not reasonably be expected to be material to the Program, the Acquired Assets or the Product, (i) neither Aeglea nor any of its Subsidiaries is in violation of any applicable Law relating to the Program, the Product, the Acquired Assets or the Assumed Liabilities, (ii) except as set forth on Schedule 4.9‎4.9, all governmental licenses, permits, approvals and authorizations employed in, or necessary to the ongoing operation of the Program as currently conducted, are in full force and effect and (iii) neither Aeglea nor any of its Subsidiaries has received any communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets, Assumed Liabilities, the Product or the operation of the Program. (b) The Program has been conducted and developed, and the Product been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respects. (c) There is no Legal Proceeding pending against, or to the knowledge of Aeglea or any of its Subsidiaries, threatened against or affecting, the Acquired Assets or relating to the Acquired Assets or the Program before any arbitrator or any Governmental Authority, and there are no outstanding Orders, injunctions or decrees of any Governmental Authority that apply to or otherwise relate to the Acquired Assets or the Program (or that will apply to Immedica after Closing) that restrict the ownership, disposition or use of the Acquired Assets or the Product, or the conduct of the Program.

Compliance with Laws; Litigation. (a) Except No Company is in violation of, and for the past three (3) years, no Company has been given written or, to Seller’s Knowledge, oral notice of or been charged with any violation of, any Law or Governmental Order applicable to any of the Companies or any of their respective Assets and properties by, or investigation, audit or review with respect to, any of the Companies except for such violations, investigations, audits or reviews that have not and would not reasonably be expected to, individually or in the aggregate, result in material liability to any Company or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (b) The Companies have the Permits set forth in Section 3.10(b) of the Seller Disclosure Schedule as of the date of the Original Agreement, which represent all such Permits required under applicable Law or necessary to conduct its business in all material respects as presently conducted and are in compliance in all material respects with the terms of the Permits, and no event has occurred which, with notice or the lapse of time or both, would cause any Company not to be in compliance in all material respects with, or would allow revocation or termination of, or would result in any other material impairment of the rights of the holder of, any such Permit. No Company has received written or, to Seller’s Knowledge, oral notice claiming that any Permit may be terminated, revoked, suspended, limited or modified or may not be renewed except where such revocation, suspension, modification or limitation has not resulted, and would not reasonably be expected to be result in material liability to the Program, Business or otherwise materially interfere with the Acquired Assets or the Product, (i) neither Aeglea nor any of its Subsidiaries is in violation of any applicable Law relating to the Program, the Product, the Acquired Assets or the Assumed Liabilities, (ii) except as set forth on Schedule 4.9, all governmental licenses, permits, approvals and authorizations employed in, or necessary to the ongoing operation conduct of the Program as Business in substantially the manner currently conducted, are in full force and effect and (iii) neither Aeglea nor any of its Subsidiaries has received any communication from any Governmental Authority relating to any violation of any applicable Law in connection with the Acquired Assets, Assumed Liabilities, the Product or the operation of the Program. (b) The Program has been conducted and developed, and the Product been manufactured, processed, tested and stored, in accordance with all applicable Laws, rules and regulations, in all material respects. (c) There is no Legal Proceeding Action pending againstor, or to the knowledge of Aeglea or any of its SubsidiariesSeller’s Knowledge, threatened against or affecting, the Acquired Assets or relating to the Acquired Assets or the Program before any arbitrator affecting Seller or any Governmental Authorityof the Companies or their respective Assets, and there are no outstanding Ordersor any officers or directors of any Company in their capacities as such, injunctions at Law or decrees of in equity or before or by any Governmental Authority that apply would result in material liability to the Business or otherwise relate to the Acquired Assets or the Program (or that will apply to Immedica after Closing) that restrict the ownership, disposition or use of the Acquired Assets or the Product, or materially interfere with the conduct of the ProgramBusiness in substantially the manner currently conducted or would affect the legality, validity or enforceability of this Agreement or the Ancillary Documents, or the consummation of the transactions contemplated hereby or thereby. None of the Companies are subject to any judgment, writ, injunction, settlement agreement, order or decree entered in any lawsuit or proceeding. There is no Governmental Order outstanding against any Company or any of their respective Assets that, individually or in the aggregate, has resulted or would reasonably be expected to result in material liability to any Company or otherwise interfere in any respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. No Company has received any written notification of, and to Seller’s Knowledge there is no, investigation by any Governmental Authority involving any Company or any of their respective Assets that, individually or in the aggregate, have resulted or would reasonably be expected to result in material liability to any Company or otherwise interfere in any material respect with the conduct of their respective businesses as currently conducted or result in any criminal or quasi-criminal Action. (d) This Section 3.10 does not relate to matters with respect to Taxes.