Common use of Consents; No Violation, Etc Clause in Contracts

Consents; No Violation, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: (i) violate any Governmental Rule applicable to Seller, (ii) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the Purchased Assets (other than those imposed by the Security Agreement) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) to the knowledge of Seller, violate any rights of any non-party, or (v) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except, with respect to the foregoing clauses (i) and (iii), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (v), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: : (ia) violate any Governmental Rule applicable to Seller, , (iib) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (c) except as set forth on Schedule 5.3, (iii) result in conflict with any contract to which Seller is a violation party or breach ofby which it is otherwise bound, or constitute (with or without due notice or lapse of time or both) a default (or give rise including any Contract related to any right of termination, cancellation or acceleration) under, the Products or result in the creation of any Encumbrance upon any of the Purchased Transferred Assets (other than those imposed a Permitted Encumbrance), [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Security Agreement) under any Securities and Exchange Commission pursuant to Rule 24b-2 of the termsSecurities Exchange Act of 1934, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) as amended. Confidential treatment has been requested with respect to the knowledge omitted portions. (d) subject to the foregoing clause (c), to the Knowledge of Seller, violate any rights of any non-third party, or ; or (ve) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental EntityEntity other than approval of the FTC, except, with respect to the foregoing clauses (ia) and (iiic), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder orand, with respect to the foregoing clause (ve), (i) for receipt of FDA approval of any Product ANDA related to a Product that has not been approved by the FDA as of the Effective Date and (ii) otherwise, for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or whichthat, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The execution execution, delivery and delivery performance of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: : (ia) violate any Governmental Rule applicable to Seller, , (iib) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (c) except as set forth on Schedule 5.3, (iii) result in conflict with any contract to which Seller is a violation party or breach ofby which it is otherwise bound, or constitute (with or without due notice or lapse of time or both) a default (or give rise including any Contract related to any right of termination, cancellation or acceleration) underthe Products, or result in the creation of any Encumbrance upon any of the Purchased Transferred Assets (other than those imposed by the Security Agreementa Permitted Encumbrance), (d) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) subject to the knowledge foregoing clause (c), to the Knowledge of Seller, violate any rights of any non-third party; or (e) except as set forth on Schedule 5.3, or (v) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental EntityEntity other than approval of the FTC, except, with respect to the foregoing clauses (ia) and (iiic), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder orand, with respect to the foregoing clause (ve), (i) for receipt of FDA approval of any Product ANDA related to a Product that has not been approved by the FDA as of the Effective Date and (ii) otherwise, for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or whichthat, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The Except for any filings with Governmental Entities or other authorizations necessary to transfer the Fanapt Registrations and Transferred IP and except as set forth in Section 5.3 of the Disclosure Letter, no consent of any Governmental Entity is required by or with respect to Sellers in connection with the execution or delivery of this Agreement or the Ancillary Agreements or the consummation of the Contemplated Transactions, and the execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of the transactions contemplated hereby Contemplated Transactions and the compliance with the terms hereof will not: not (i) violate any Governmental Rule Order applicable to Sellersuch Seller or its assets, (ii) violate, breach or conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of such Seller, (iii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance upon any of the Purchased Assets (other than those imposed by the Security Agreement) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) to the knowledge of Seller, violate any rights of any non-party, or (v) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except(iv) conflict with or result in any breach of, with respect constitute a default or result in the right to exercise any remedy under, cause the acceleration, cancellation or modification of any obligation or right under, result in a violation of, or result in the creation of any lien or Encumbrance (other than any Permitted Encumbrances) upon any assets of such Seller under any indenture, mortgage, agreement or instrument that is currently binding upon such Seller or (v) other than pursuant to the Fanapt-Vanda Agreement, cause any Intellectual Property Rights in or to Fanapt, the Fanapt Development Stage Products or the Fanapt Drug Substance, whether owned by or licensed to the Parties, be subject to reversion, option, termination, license or any other Encumbrance; provided, however, that no representation or warranty is made in the foregoing clauses (i) and ), (iii)) or (iv) with respect to matters that, for such violations individually or conflicts which in the aggregate, would not have or would not reasonably be expected to result in a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (v), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunderEffect.

Consents; No Violation, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: : (ia) violate any Governmental Rule applicable to such Seller, , (iib) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of such Seller, [****] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. Confidential treatment has been requested with respect to the omitted portions. (iiic) result in except as set forth on Schedule 5.3, conflict with any contract to which such Seller is a violation party or breach ofby which it is otherwise bound, or constitute (with or without due notice or lapse of time or both) a default (or give rise including any Contract related to any right of termination, cancellation or acceleration) under, the Products or result in the creation of any Encumbrance upon any of the Purchased Transferred Assets of such Seller (other than those imposed by the Security Agreementa Permitted Encumbrance), (d) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) subject to the knowledge foregoing clause (c), to the Knowledge of such Seller, violate any rights of any non-third party, or ; or (ve) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental EntityEntity other than approval of the FTC, except, with respect to the foregoing clauses (ia) and (iiic), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with such Seller’s performance of its obligations hereunder orand, with respect to the foregoing clause (ve), (i) for receipt of FDA approval of any Product ANDA related to a Product that has not been approved by the FDA as of the Effective Date and (ii) otherwise, for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or whichthat, if not obtained or made, would not have a Material Adverse Effect or interfere with such Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: : (ia) violate any Governmental Rule applicable to Seller, , (iib) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (c) except as set forth on Schedule 5.3, (iii) result in conflict with any contract to which Seller is a violation party or breach ofby which it is otherwise bound, or constitute (with or without due notice or lapse of time or both) a default (or give rise including any Contract related to any right of termination, cancellation or acceleration) underthe Products, or result in the creation of any Encumbrance upon any of the Purchased Transferred Assets (other than those imposed by the Security Agreementa Permitted Encumbrance), (d) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) subject to the knowledge foregoing clause (c), to the Knowledge of Seller, violate any rights of any non-third party; or (e) except as set forth on Schedule 5.3, or (v) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental EntityEntity other than approval of the FTC, except, with respect to the foregoing clauses (ia) and (iiic), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder orand, with respect to the foregoing clause (ve), (i) for receipt of FDA approval of any Product ANDA related to a Product that has not been approved by the FDA as of the Effective Date and (ii) otherwise, for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or whichthat, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The execution and delivery of this Agreement do not, and the consummation of the transactions contemplated hereby and the compliance with the terms hereof will not: : (ia) violate any Governmental Rule applicable to such Seller, , (iib) conflict with any provision of the certificate of incorporation or by-laws or certificate of formation or operating agreement (or similar organizational document) of such Seller, (c) except as set forth on Schedule 5.3, (iii) result in conflict with any contract to which such Seller is a violation party or breach ofby which it is otherwise bound, or constitute (with or without due notice or lapse of time or both) a default (or give rise including any Contract related to any right of termination, cancellation or acceleration) underthe Products, or result in the creation of any Encumbrance upon any of the Purchased Transferred Assets of such Seller (other than those imposed by the Security Agreementa Permitted Encumbrance), (d) under any of the terms, conditions or provisions of, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, any note, bond, mortgage, indenture, lease, license, deed of trust, loan, or other agreement, instrument or obligation to which Seller is a party or by which Seller or any of the Purchased Assets may be bound, (iv) subject to the knowledge foregoing clause (c), to the Knowledge of such Seller, violate any rights of any non-third party; or (e) except as set forth on Schedule 5.3, or (v) require any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental EntityEntity other than approval of the FTC, with respect to the Product other than Argatroban, except, with respect to the foregoing clauses (ia) and (iiic), for such violations or conflicts which would not have a Material Adverse Effect or materially interfere with such Seller’s performance of its obligations hereunder orand, with respect to the foregoing clause (ve), (i) for receipt of FDA approval of any Product ANDA related to a Product that has not been approved by the FDA as of the Effective Date and (ii) otherwise, for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or whichthat, if not obtained or made, would not have a Material Adverse Effect or interfere with such Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The execution (a) Except as reflected in Schedule 4.3(a), no authorization, consent, approval, license, exemption by filing or registration with any court, arbitrator or governmental, administrative or self-regulatory authority, is or will be necessary in connection with the entry into, execution, delivery and delivery performance of this Agreement do notor any of the documents relating to the transactions contemplated hereunder by Seller, and or for the consummation of the transactions contemplated hereby and thereby. (b) Except as set forth on Schedule 4.3(b) hereto, neither the execution and delivery of this Agreement, the other agreements contemplated hereby, the consummation of the transactions contemplated herein or therein, nor compliance with the terms hereof will not: (i) violate any Governmental Rule applicable to Seller, (ii) conflict by Seller with any provision of the certificate of incorporation provisions hereof or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (iii) result in a violation or breach of, or constitute thereof will (with or without due the giving of notice or lapse the passage of time or bothtime) (i) violate, conflict with, result in a breach of, constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance Lien upon any of the Purchased Assets (other than those imposed by the Security Agreement) Assets, under any of the terms, conditions or provisions ofof (A) the certificate of limited partnership and agreement of limited partnership of Seller, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, (B) any note, bond, mortgage, indenture, lease, license, deed of trust, loanor any license, agreement, or any other agreement, instrument or obligation to which Seller is a party party, or by which Seller or any of the Purchased Assets Seller's assets or properties may be boundbound or affected, (ivii) violate any judgment, order, writ, injunction, decree, statute, law, rule or regulation applicable to Seller or any of Seller's assets or properties or (iii) affect any Permit transferable to Buyer (as defined herein) that is required for the conduct of the Business or that is required of any employee or agent of Seller to enable him to carry out his duties on behalf of Seller pursuant to the knowledge of Seller, violate any rights terms of any non-partysuch Permit, except in each case insofar as any such violation, conflict, breach, default, acceleration, termination, cancellation, creation of Lien, failure to obtain any consent, approval, permission or other authorization, qualification or filing, or (v) require impairment of any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except, Permit would not have with respect to the foregoing clauses (ii)(B), (ii) and (iii), for such violations or conflicts which would not have ) a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (v), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunderEffect.

Consents; No Violation, Etc. The (a) Except as reflected in Schedule 4.3(a), no authorization, consent, approval, license, exemption by filing or registration with any court, arbitrator or governmental, administrative or self-regulatory authority, is or will be necessary in connection with the entry into, execution, delivery and performance of this Agreement except for such authorizations, consents, approvals, licenses, exemptions or registrations that would not reasonably be expected to result in a Material Adverse Effect (unless such authorizations, consents, approvals, licenses, exemptions or registrations would reasonably be expected to result in the inability of Seller to consummate the transactions contemplated herein). (b) Neither the execution and delivery of this Agreement do notAgreement, and the other agreements contemplated hereby, the consummation of the transactions contemplated hereby and the herein or therein, nor compliance with the terms hereof will not: (i) violate any Governmental Rule applicable to Seller, (ii) conflict by Seller with any provision of the certificate of incorporation provisions hereof or by-laws or certificate of formation or operating agreement (or similar organizational document) of Seller, (iii) result in a violation or breach of, or constitute thereof will (with or without due the giving of notice or lapse the passage of time or bothtime) (i) violate, conflict with, result in a breach of, constitute a default (or give rise to any right of termination, cancellation or acceleration) under, or result in the creation of any Encumbrance Lien upon any of the Purchased Assets (other than those imposed by the Security Agreement) Assets, under any of the terms, conditions or provisions ofof (A) the certificate of incorporation and bylaws of Seller, any contract, agreement, plan, understanding, undertaking, commitment or arrangement, whether written or oral, (B) any note, bond, mortgage, indenture, lease, license, deed of trust, loanor any license, agreement, or any other agreement, instrument or obligation to which Seller is a party party, or by which Seller or any of the Purchased Assets Seller's assets or properties may be boundbound or affected, (ivii) violate any judgment, order, writ, injunction, decree, statute, law, rule or regulation applicable to Seller or any of Seller's assets or properties or (iii) affect any Permit (as defined herein) that is required for the conduct of the Prepaid Phone Card Business or that is required of any employee or agent of Seller to enable him to carry out his duties on behalf of Seller pursuant to the knowledge of Seller, violate any rights terms of any non-partysuch Permit, except in each case insofar as any such violation, conflict, breach, default, acceleration, termination, cancellation, creation of Lien, failure to obtain any consent, approval, permission or other authorization, qualification or filing, or (v) require impairment of any approval, authorization, consent, license, exemption, filing or registration with any court, arbitrator or Governmental Entity, except, Permit would not reasonably be expected with respect to the foregoing clauses (ii)(B), (ii) and (iii), for such violations or conflicts which would not have ) to result in a Material Adverse Effect (unless such violation, conflict, breach, default, acceleration, termination, cancellation, creation of Lien, failure to obtain any consent, approval, permission or materially interfere with Seller’s performance other authorization, qualification or filing, or impairment of its obligations hereunder or, with respect any Permit would reasonably be expected to result in the foregoing clause (vinability of Seller to consummate the transactions contemplated herein), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations which have been obtained or made or which, if not obtained or made, would not have a Material Adverse Effect or interfere with Seller’s performance of its obligations hereunder.