Common use of Litigation; Consents Clause in Contracts

Litigation; Consents. 4.5.1 There is no (i) Litigation (other than any investigation, inquiry, audit or examination) pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Affiliates by or before any Governmental Authority and to Purchaser’s knowledge, there are no investigations, inquiries, audits or examinations pending or threatened against Purchaser or any of its Affiliates by or before any Governmental Authority; or (ii) order or judgment of a Governmental Authority to which Purchaser or any of its Affiliates is subject, in each case, except for such Litigation, orders or judgments that would not reasonably be expected to result in a Purchaser Material Adverse Effect. 4.5.2 Except for (i) if required, the filings under the HSR Act and the expiration or termination of the waiting periods thereunder; and (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not be reasonably expected to result in a Purchaser Material Adverse Effect, no notice to, filing with, permit of, authorization of, exemption by, or consent of, Governmental Authority or other Person is required for Purchaser to consummate the Transactions.

Appears in 4 contracts

Samples: Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.), Asset Purchase Agreement (Zogenix, Inc.), Asset Purchase Agreement (Pernix Therapeutics Holdings, Inc.)

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Litigation; Consents. 4.5.1 There is no (i) Litigation (other than any investigation, inquiry, audit or examination) pending or, to the knowledge of Purchaser, threatened against Purchaser or any of its Affiliates by or before any Governmental Authority and to Purchaser’s knowledge, there are no investigations, inquiries, audits or examinations pending or threatened against Purchaser or any of its Affiliates by or before any Governmental Authority; or (ii) order or judgment of a Governmental Authority to which Purchaser or any of its Affiliates is subject, in each case, except for such Litigation, orders or judgments that would not reasonably be expected to result in a Purchaser Material Adverse Effect. 4.5.2 Except for (i) if required, the filings under the HSR Act and the expiration or termination of the waiting periods thereunder; and (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not be reasonably expected to result in a Purchaser Material Adverse Effect, no notice to, filing with, permit of, authorization of, exemption by, or consent of, Governmental Authority or other Person is required for Purchaser to consummate the Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apricus Biosciences, Inc.)

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Litigation; Consents. 4.5.1 (a) There is no (i) Litigation (other than any investigation, inquiry, audit or examination) pending or, to the knowledge of PurchaserBuyer, threatened against Purchaser Buyer or any of its Affiliates by or before any Governmental Authority and to PurchaserBuyer’s knowledge, there are no investigations, inquiries, audits or examinations pending or threatened against Purchaser Buyer or any of its Affiliates by or before any Governmental Authority; , or (ii) order or judgment of a Governmental Authority to which Purchaser Buyer or any of its Affiliates is subject, in each case, except for such Litigation, orders or judgments that would not reasonably be expected to result in have a Purchaser Buyer Material Adverse Effect. 4.5.2 (b) Except for (ia) if required, the filings under the HSR Act and the expiration or termination of the waiting periods thereunder; , and (iib) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be reasonably expected to result in have a Purchaser Buyer Material Adverse Effect, no notice to, filing with, permit of, authorization of, exemption by, or consent of, Governmental Authority or other Person is required for Purchaser Buyer to consummate the Transactions.

Appears in 1 contract

Samples: Asset Purchase Agreement (Forest Laboratories Inc)

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