Common use of Governmental Authorizations; Licenses; Etc Clause in Contracts

Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule 3.8, the business of each of the Company and its Subsidiaries is in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except for any noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.8, each of the Company and its Subsidiaries has all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.8, there is no action, case or proceeding pending or, to the Company’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or its Subsidiaries of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company or its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule 3.8, the The business of each of Medicure relating to the Company and its Subsidiaries is Royalty Products has been operated in compliance compliance, in all material respects, with all applicable lawsLaws, rulesConsents, regulationsPermits and Orders and, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except for any noncompliance which, individually or in without limiting the aggregate, would not reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.8, each generality of the Company foregoing, neither Medicure nor, to the Knowledge of Medicure, any of its officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any unlawful expenditures relating to political activity to government officials or others. Medicure has, and its Subsidiaries has after giving effect to this Agreement, will continue to have, all permitsConsents, licenses, approvals, certificates Permits and other authorizationsOrders, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, except as would not, individually or conducted relating to the Royalty Products other than in all cases where the aggregate, reasonably be expected failure to have any Consent, Permit and Order, or to make any notification, registration, certification or filing, would not result in a Material Adverse EffectChange. Except as set forth in Schedule 3.8, there There is no action, case or proceeding Proceeding pending or, to the Company’s KnowledgeKnowledge of Medicure, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company Medicure or its Subsidiaries Affiliates of any statuteLaw, lawConsent, rule, regulation, code, ordinance, order, policy Permit or guideline of any Governmental AuthorityOrder relating to the AGGRASTAT Proprietary Rights or the MC-1 Proprietary Rights, or (ii) any alleged failure by the Company Medicure or its Subsidiaries Affiliates to have any permitConsent, license, approval, certification Permit or other authorization Order required in connection with the operation of the business of each of Medicure relating to the Company and its Subsidiaries, except Royalty Products other than in the case of clauses (i) and (ii) all cases where the alleged violation of any Law, or the failure to have such permitany Consent, licensePermit or Order, approval, certification or authorization would not, individually or not result in the aggregate, reasonably be expected to have a Material Adverse EffectChange.

Governmental Authorizations; Licenses; Etc. Except To the Seller's knowledge, after appropriate inquiry, and except as set forth in on Schedule 3.85.11, the business of each of the Company and its Subsidiaries is Unit has been operated in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of any applicable Governmental Authorities, including but not limited to, those related to: fire, safety, labeling of products, pricing, sales or distribution of products, antitrust, trade regulation, trade practices, sanitation, land use, employment or employment practices, energy and similar laws and all Governmental Authorities laws, rules, regulations and guidelines administered or promulgated by PADEP, except for any noncompliance violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectEffect as defined in Section 5.1. Except as set forth in on Schedule 3.85.11, each the Seller has and as of the Company and its Subsidiaries has Closing Date will have all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business the Unit as currently conductedconducted by the Seller, except as would notfor those which, individually or in the aggregate, reasonably be expected to aggregate would have a Material Adverse Effect. Except as set forth in on Schedule 3.85.11, there is no action, case or proceeding pending or, to the Company’s KnowledgeSeller's best knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company Unit, Seller or its Subsidiaries predecessors or agents of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company Seller or its Subsidiaries predecessors or agents to have any permit, license, approval, certification or other authorization required in connection with the operation of the business Unit. Except as set forth on Schedule 5.11, no notice of each any violation of such laws has been received by the Seller or any of the Company directors, officers, employees or other agents of the Seller, and its Subsidiaries, except in the case of clauses (i) and (ii) where Seller has not received any notice that the alleged violation Products or the failure Related Products are not in compliance with, or do not meet the standards of, all applicable laws. Schedule 5.11 sets forth a true and complete list of all permits, licenses, approvals, certificates, registrations and other authorizations relating to have such permitthe Unit (the "Authorizations") including without limitation in respect of the Products. Such Authorizations are in full force and effect and the Seller has received no notification of the suspension or cancellation of any thereof. Except as specifically disclosed in Schedule 5.11, license, approval, certification the Seller has no grounds to believe that any of the Authorizations listed on Schedule 5.11 will not be transferable to the Purchaser. Schedule 5.11 includes a true and complete list of all Standard Industrial Classification (SIC) Codes applicable to the Unit or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPurchased Assets.

Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule SCHEDULE 3.8, the business of each of the Company and its Subsidiaries is has been operated in compliance compliance, in all material respects, with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except and, without limiting the generality of the foregoing, none of the Company and the Subsidiaries or any of their respective officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any noncompliance which, individually unlawful expenditures relating to political activity to government officials or in the aggregate, would not reasonably be expected to have a Material Adverse Effectothers. Except as set forth in Schedule SCHEDULE 3.8, each of the Company and its the Subsidiaries has has, and after giving effect to the Merger and the other transactions contemplated by the Merger Documents, will continue to have, all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule SCHEDULE 3.8, there is no action, case or proceeding pending or, to the Company’s 's Knowledge and the Sellers' Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or its Subsidiaries Affiliates of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company or its Subsidiaries Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its the Subsidiaries, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth in on Schedule 3.8, the business of each of the Company and its Subsidiaries is has been operated in compliance in all material respects with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except for any noncompliance which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse EffectAuthorities. Except as set forth in on Schedule 3.8, each of the Company and its Subsidiaries (i) has all material permits, licenses, approvals, certificates certificates, variances, franchises and other authorizationsauthorizations necessary or advisable for the operation of its business as currently conducted (collectively, “Permits”), and all Permits are in full force and effect and no action, claim or proceeding is pending, nor to the Company’s Knowledge is threatened, to suspend, revoke, revise, limit, restrict or terminate any of such Permits or declare any such Permit invalid, and (ii) has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in on Schedule 3.8, there is no action, case or proceeding pending or, to the Company’s Knowledge, threatened by any Governmental Authority with respect to (i) any alleged material violation by the Company or its Subsidiaries of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged material failure by the Company or its Subsidiaries to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth in Schedule 3.83.11, to the Seller's Knowledge the business of each of the Company and its Subsidiaries is has been operated in compliance with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except in all material respects and, without limiting the generality of the foregoing, none of the Company, any of its Subsidiaries or any of their respective officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any noncompliance which, individually unlawful expenditures relating to political activity to government officials or in the aggregate, would not reasonably be expected to have a Material Adverse Effectothers. Except as set forth in Schedule 3.83.11, each of the Company and its Subsidiaries has all material permits, licenses, approvals, certificates and other authorizations, and has made all material notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conducted, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth in Schedule 3.83.11, to the Seller's Knowledge there is no action, case or proceeding pending or, to the Company’s Knowledge, or threatened by any Governmental Authority with respect to (i) any alleged violation by the Company or its Subsidiaries Affiliates of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company or its Subsidiaries Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries, except in the case of clauses (i) and (ii) where the alleged violation or the failure to have such permit, license, approval, certification or authorization would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth in on Disclosure Schedule 3.86.8, the business of each of the Company and its Subsidiaries is Group have been operated in compliance compliance, in all material respects, with all applicable laws, rules, regulations, codes, ordinances, orders, policies and guidelines of all Governmental Authorities except and, without limiting the generality of the foregoing, neither the Group nor, to the Sellers’ Knowledge, any of its officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any noncompliance which, individually unlawful expenditures relating to political activity to government officials or in the aggregate, would not reasonably be expected to have a Material Adverse Effectothers. Except as set forth in on Disclosure Schedule 3.86.8, each of the Company Group have, and its Subsidiaries has after giving effect to the Transaction, will continue to have, all permits, licenses, approvals, certificates and other authorizations, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conductedconducted other than in all cases where the failure to have any permit, except as license, approval, certification or other authorization, or to make any notification, registration, certification or filing, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Except as set forth in on Disclosure Schedule 3.86.8, there is no action, case or proceeding Proceeding pending or, to the Company’s Sellers’ Knowledge, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company Group or its Subsidiaries Affiliates of any statute, law, rule, regulation, code, ordinance, order, policy or guideline of any Governmental Authority, or (ii) any alleged failure by the Company Group or its Subsidiaries Affiliates to have any permit, license, approval, certification or other authorization required in connection with the operation of the business of each of the Company and its Subsidiaries, except Group other than in the case of clauses (i) and (ii) all cases where the alleged violation of any statute, law, rule, ordinance or other regulation, or the failure to have such any permit, license, approval, certification or other authorization would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect.

Governmental Authorizations; Licenses; Etc. Except as set forth in on Disclosure Schedule 3.85.8, the business of each of the Company and its Subsidiaries is Bxxxxxx has been operated in compliance compliance, in all material respects, with all applicable lawsLaws, rulesConsents, regulationsPermits and Orders and, codeswithout limiting the generality of the foregoing, ordinancesneither Bxxxxxx nor, ordersto the Knowledge of Bxxxxxx Shareholders, policies and guidelines any of all Governmental Authorities except its officers, directors, employees or agents or other Persons acting on behalf of any of them have used any corporate or other funds for unlawful contributions, payments, gifts or entertainment, or made any noncompliance which, individually unlawful expenditures relating to political activity to government officials or in the aggregate, would not reasonably be expected to have a Material Adverse Effectothers. Except as set forth in on Disclosure Schedule 3.85.8, each of Bxxxxxx has, and after giving effect to the Company and its Subsidiaries has Transaction, will continue to have, all permits, licenses, approvals, certificates and other authorizationsauthorizations from Governmental Authorities, and has made all notifications, registrations, certifications and filings with all Governmental Authorities, necessary or advisable for the operation of its business as currently conductedconducted other than in all cases where the failure to have any permit, except as license, approval, certification or other authorization, or to make any notification, registration, certification or filing, would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Except as set forth in on Disclosure Schedule 3.85.8, there is no action, case or proceeding Proceeding pending or, to the Company’s KnowledgeKnowledge of Bxxxxxx Shareholders, threatened by any Governmental Authority with respect to (i) any alleged violation by the Company Bxxxxxx or its Subsidiaries Affiliates of any statuteLaw, lawConsent, rule, regulation, code, ordinance, order, policy Permit or guideline of any Governmental AuthorityOrder, or (ii) any alleged failure by the Company Bxxxxxx or its Subsidiaries Affiliates to have any permit, license, approval, certification Consent or other authorization Permit required in connection with the operation of the business of each of the Company and its Subsidiaries, except Bxxxxxx other than in the case of clauses (i) and (ii) all cases where the alleged violation of any Law, or the failure to have such permit, license, approval, certification any Consent or authorization Permit would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. None of the Proceedings listed on Disclosure Schedule 5.8 would have, if adversely determined against Bxxxxxx, a Material Adverse Effect.