Common use of Governmental and Third Party Authorizations Clause in Contracts

Governmental and Third Party Authorizations. No approval, authorization, consent or order of or filing with any Governmental Authority, or of or with any self-regulatory organization or other non-governmental regulatory authority (including, the NASDAQ) or approval of the shareholders of the Issuer or any other Person, is required in connection with (a) the execution or delivery by any Obligor of any Transaction Document to which it is a party or the performance of obligations by any Obligor under any Transaction Document to which it is a party (including the issuance and sale of the Notes and the Royalty Rights), (b) the transactions contemplated by the Transaction Documents, (c) the grant by the Obligors of the Liens granted or purported to be granted by it pursuant to the Security Documents or (d) the perfection of the Liens created under the Security Documents, other than (i) such approvals, authorizations, consents, orders, filings and other actions as shall have been taken, given, made or obtained and are in full force and effect as of the Issue Date, in each case, as set forth in Schedule 5.8, (ii) any necessary filings under the securities or blue sky Laws of the various jurisdictions in which the Notes are being offered, (iii) by the Jersey Registrar of Companies or the Jersey Financial Services Commission, (iv) the filing of financing statements under the UCC, recordings with the PTO and any other recordings (including in any applicable non-U.S. jurisdiction) required to perfect a security interest in the Notes Collateral; (v) at the UK Companies Registry and at the Scottish Land Register, and (vi) such approvals, authorizations, consents, orders, filings and other actions the failure of which to take, give, make or obtain would not have a Material Adverse Effect. For the avoidance of doubt, the consents that the Seller has undertaken to use its best efforts to obtain no later than December 31, 2016 pursuant to Section 4.20 of the Indenture are not required in connection with clauses (a) through (d) of the preceding sentence.

Governmental and Third Party Authorizations. No consent, approval, authorization, consent license, registration, qualification or order of of, or filing with or declaration with, any Governmental Authority, or of or with any self-regulatory organization or any other non-governmental regulatory authority (including, including the NASDAQNasdaq Stock Market LLC) or approval of the shareholders of the Issuer or any other Person, Person is required in connection with (a) the execution or delivery by any Obligor the Issuer of any Transaction Document to which it is a party or the performance of obligations by any Obligor the Issuer under any Transaction Document to which it is a party (including the issuance and sale of the Notes and the Royalty Rightsissuance of the Warrants), (b) the transactions contemplated by the Transaction Documents, (c) the grant by the Obligors Issuer of the Liens granted or purported to be granted by it pursuant to the Security Documents or (d) the perfection of the Liens created under the Security Documents, other than (i) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions as shall have been taken, given, made or obtained and are in full force and effect as of the Issue Applicable Closing Date, in each case, as set forth in Schedule 5.85.10, (ii) any necessary filings under the securities or blue sky Laws of the various jurisdictions in which the Notes and the Warrants are being offered, (iii) by the Jersey Registrar of Companies or the Jersey Financial Services Commission, (iv) the filing of financing statements under the UCC, UCC and recordings with the PTO and the filing of any other recordings (including in any applicable non-U.S. jurisdiction) required to perfect a security interest in the Notes Collateral; (v) at the UK Companies Registry and at the Scottish Land Register, Collateral and (viiv) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions actions, the failure of which to take, give, make or obtain would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the consents that the Seller has undertaken to use its best efforts to obtain no later than December 31, 2016 pursuant to Section 4.20 of the Indenture are not required in connection with clauses (a) through (d) of the preceding sentence.

Governmental and Third Party Authorizations. No consent, approval, authorization, consent license, registration, qualification or order of of, or filing with or declaration with, any Governmental Authority, or of or with any self-regulatory organization or any other non-governmental regulatory authority (including, including the NASDAQNasdaq Stock Market LLC) or approval of the shareholders of the Issuer or any other Person, Person is required in connection with (a) the execution or delivery by any Obligor the Issuer of any Transaction Document to which it is a party or the performance of obligations by any Obligor the Issuer under any Transaction Document to which it is a party (including the issuance and sale of the Notes and the sale of the Royalty Rights), (b) the transactions contemplated by the Transaction Documents, (c) the grant by the Obligors Issuer of the Liens granted or purported to be granted by it pursuant to the Security Documents or (d) the perfection of the Liens created under the Security Documents, other than (i) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions as shall have been taken, given, made or obtained and are in full force and effect as of the Issue Closing Date, in each case, as set forth in Schedule 5.85.9, (ii) any necessary filings under the securities or blue sky Laws of the various jurisdictions in which the Notes and the Royalty Rights are being offered, (iii) by the Jersey Registrar of Companies or the Jersey Financial Services Commission, (iv) the filing of financing statements under the UCC, UCC and recordings with the PTO and the filing of any other recordings (including in any applicable non-U.S. jurisdiction) required to perfect a security interest in the Notes Collateral; (v) at the UK Companies Registry and at the Scottish Land Register, Collateral and (viiv) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions actions, the failure of which to take, give, make or obtain would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the consents that the Seller has undertaken to use its best efforts to obtain no later than December 31, 2016 pursuant to Section 4.20 of the Indenture are not required in connection with clauses (a) through (d) of the preceding sentence.

Governmental and Third Party Authorizations. No consent, approval, authorization, consent license, registration, qualification or order of of, or filing with or declaration with, any Governmental Authority, or of or with any self-regulatory organization or any other non-governmental regulatory authority (including, including the NASDAQNasdaq Stock Market LLC) or approval of the shareholders of the Issuer or any other Person, Person is required in connection with (a) the execution or delivery by any Obligor the Issuer of any Transaction Document to which it is a party or the performance of obligations by any Obligor the Issuer under any Transaction Document to which it is a party (including the issuance and sale of the Notes and the Royalty RightsWarrants), (b) the transactions contemplated by the Transaction Documents, (c) the grant by the Obligors Issuer of the Liens granted or purported to be granted by it pursuant to the Security Documents or (d) the perfection of the Liens created under the Security Documents, other than (i) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions as shall have been taken, given, made or obtained and are in full force and effect as of the Issue Closing Date, in each case, as set forth in Schedule 5.85.10, (ii) any necessary filings under the securities or blue sky Laws of the various jurisdictions in which the Notes and the Warrants are being offered, (iii) by the Jersey Registrar of Companies or the Jersey Financial Services Commission, (iv) the filing of financing statements under the UCC, UCC and recordings with the PTO and the filing of any other recordings (including in any applicable non-U.S. jurisdiction) required to perfect a security interest in the Notes Collateral; (v) at the UK Companies Registry and at the Scottish Land Register, Collateral and (viiv) such consents, approvals, authorizations, consentslicenses, registrations, qualifications, orders, filings filings, declarations and other actions actions, the failure of which to take, give, make or obtain would not reasonably be expected to have a Material Adverse Effect. For the avoidance of doubt, the consents that the Seller has undertaken to use its best efforts to obtain no later than December 31, 2016 pursuant to Section 4.20 of the Indenture are not required in connection with clauses (a) through (d) of the preceding sentence.