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 similar organizational document) of Seller, (iii) conflict with any contract of Seller or (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 and the Transaction Documents 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 Sellerthe Sellers, (ii) conflict with any provision of the certificate of incorporation incorporation, articles or organization or by-laws (or similar organizational document) of Sellerthe Sellers, (iii) conflict with any contract Contract to which the Sellers are a party or by which they are otherwise bound, including any Contract related to any of Seller the Products, or (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 result in a Material Adverse Effect Change or materially interfere with Seller’s the Sellers’ performance of its their obligations hereunder or, with respect to the foregoing clause (viv), 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 result in a Material Adverse Effect Change or materially interfere with Seller’s the Sellers’ performance of its obligations hereunder.

Consents; No Violation, Etc. The Except as set forth on Schedule 5.3, 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: not (i) violate any Governmental Rule applicable to Seller, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of Seller, (iii) conflict with any contract to which Seller is a party or by which it is otherwise bound, including any Contract related to any of Seller the Purchased Assets, or (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 material adverse effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (viv), 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 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: not (i) violate any Governmental Rule applicable to SellerSeller or the Purchased Assets, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of Seller, (iii) conflict with any contract Assigned Contract (provided that consent of Seller IVAX Research, Inc. is required thereunder), or (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 (viv), for such approvals, authorizations, consents, licenses, exemptions, filings or registrations (a) with the FDA, (b) which have been obtained or made or (c) which, if not obtained or made, would not have a Material Adverse Effect or materially interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The Except as set forth on Schedule 5.3, 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: not (i) violate any Governmental Rule applicable to SellerSellers, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of SellerSellers, (iii) conflict with any contract of Seller Contract set forth on Schedule 5.9, or (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 Sellers’ performance of its obligations hereunder or, with respect to the foregoing clause (viv), 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 materially interfere with Seller’s Sellers performance of its their obligations hereunder.

Consents; No Violation, Etc. The Except as set forth on Schedule 5.3, 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: not (i) violate any Governmental Rule applicable to SellerSellers, (ii) conflict with any provision of the certificate of incorporation contract to which any Seller is a party or by-laws (by which it is otherwise bound, or similar organizational document) of Seller, (iii) conflict with any contract of Seller or (iv) ), subject to the knowledge foregoing clause (ii), to the Knowledge of SellerSellers, violate any rights of any non-party, third party or (viv) 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 (iiiii), 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 (viv), 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 Except as set forth on Schedule 5.3, 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: not (i) violate any Governmental Rule applicable to Seller, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of Seller, (iii) conflict with any contract to which Seller is a party or by which it is otherwise bound, including any Contract related to any of Seller the Products, or (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 material adverse effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (viv), 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 material adverse effect or interfere with Seller’s performance of its obligations hereunder.

Consents; No Violation, Etc. The Except as set forth on Schedule 5.3, 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: not (i) violate any Governmental Rule applicable to Seller, (ii) conflict with any provision of the certificate of incorporation or by-laws (or similar organizational document) of Seller, (iii) conflict with any contract of to which Seller is a party or by which it is otherwise bound, including, but not limited to, the Services Agreement or any agreement related thereto, or (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 material adverse effect or materially interfere with Seller’s performance of its obligations hereunder or, with respect to the foregoing clause (viv), 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 material adverse effect or interfere with Seller’s performance of its obligations hereunder.