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

Consents; No Violations, Etc. The execution and delivery of this Agreement do not, and the consummation of transactions contemplated hereby will not (i) violate any Law applicable to Buyer, (ii) conflict with any provision of the certificate of incorporation or by-laws of Buyer, (iii) give rise to any approval, authorization, consent, license, filing or registration with any court, arbitrator or Governmental Authority or (iv) violate any material Contract of, or to which Buyer is a party or subject to or by which it or any of its assets or properties is otherwise bound; provided, however, that no representation or warranty is made in the foregoing clauses (i), (iii) or (iv) with respect to matters that, individually or in the aggregate, would not materially interfere with Buyer’s performance of its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (Sierra Oncology, Inc.)

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Consents; No Violations, Etc. The execution and delivery of this Agreement and the Ancillary Agreements do not, and the consummation of transactions contemplated hereby and thereby will not (ia) violate any Law applicable to Buyer, (iib) conflict with any provision of the certificate of incorporation or by-laws bylaws of Buyer, (iiic) give rise to any approval, authorization, consent, license, filing or registration with any court, arbitrator Court or Governmental Authority Entity or (ivd) violate any material Contract of, or to which Buyer is a party or subject to or by which it or any of its assets or properties is otherwise bound; provided, however, that no representation or warranty is made in the foregoing clauses (ia), (iiic) or (ivd) with respect to matters that, individually or in the aggregate, would not be reasonably expected to materially interfere with Buyer’s performance of its obligations hereunder.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Kronos Bio, Inc.), Asset Purchase Agreement (Kronos Bio, Inc.)

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