Common use of No Conflicts; Enforceability Clause in Contracts

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the execution, delivery and performance of this Agreement by Seller and the Other Agreements to which Seller is a party by Seller (i) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (ii) assuming all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been obtained and all the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been made and any waiting periods thereunder have terminated or expired, conflict with any Law applicable to Seller, and (iii) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, or require the consent of any Third Party pursuant to any Material Contract binding on Seller or any applicable order, writ, injunction or decree of any Regulatory Authority to which Seller is a party or by which Seller is bound or to which any of its assets is subject, except in the case of clauses (ii) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets or the Business. (b) The execution, delivery and performance of this Agreement and the Other Agreements by Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Regulatory Authority, except (i) the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the Transactions.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance of this Agreement by Seller and the Other Related Agreements to which Seller is a party by Seller (i) except as set forth on Schedule 4.3(a) Seller, and the consummation of the Seller Disclosure Letter, transactions contemplated hereby and thereby (a) are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of Seller, (iib) assuming all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter 4.7 have been obtained and all the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter 4.7 have been made and any waiting periods thereunder have terminated or expired, does not materially conflict with or materially violate any material Law applicable to Seller, the Product or any of the Purchased Assets, and (iiic) except as set forth on Schedule 4.3(a) 4.3 of the Seller Disclosure LetterSchedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, require any notice, consent or waiver under, or result in the consent creation of any Third Party Encumbrance on any of the Purchased Assets pursuant to to, any Material Contract agreement or other instrument binding on Seller or any applicable order, writ, injunction or decree of any Regulatory court or Governmental Authority or arbitrator to which Seller is a party or by which Seller is bound or to which any of its assets Assets is subject, except in the case of clauses subsection (iic) and (iii) only above, for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets or the Business. (b) The execution, delivery and performance of this Agreement and the Other Agreements by Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Regulatory Authority, except (i) the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consentbreaches, approvaldefaults or other occurrences that have not had, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect Effect. This Agreement and the Related Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to materially delay or impair or prevent, consummation of the Transactionsaffecting creditors’ rights generally.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance of this Agreement by Seller and the Other Agreements to which Seller is a party by Seller (i) except as set forth on Schedule 4.3(a) Transaction Documents and the consummation of the Seller Disclosure Letter, transactions contemplated hereby and thereby (a) are not prohibited or limited by, do not and will not violate or contravene, do not and will not conflict with, and do not and will not result in the breach of or a default under, any provision of the Certificate of Incorporation articles or Bylaws other governing documents of Seller, (iib) assuming all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter required by this Transaction have been obtained and all the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter required by this Transaction have been made and any waiting periods thereunder have terminated or expired, do not and will not conflict with any Law applicable to Sellerwhich Seller is subject or by which Seller is bound, (c) do not and (iii) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letterwill not violate or contravene, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require the any notice, consent of or waiver under, (i) any Third Party pursuant to any Material Contract binding on Seller or any applicable order, writ, injunction or decree of any Regulatory Authority to which Seller is a party or by which Seller is bound or to which any of its assets is subject, except in the case of clauses (ii) and (iii) only for such conflictsany award, breaches and defaults that would not reasonably be expected judgment, ruling, charge, order, writ, injunction or decree of any Governmental Authority or arbitrator to have either (A) which Seller is a Material Adverse Effect party or by which Seller is bound or (Bd) an adverse effect except as provided in this Agreement, results in the creation or imposition of any Encumbrance on any Share of Seller. This Agreement has been duly executed and delivered by Seller, and constitutes the Purchased Assets or the Business. (b) The executionlegal, delivery valid and performance binding obligation of this Agreement and the Other Agreements by Seller, enforceable against Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing in accordance with or notification to, any Regulatory Authorityits terms, except (i) the filing as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign general application relating to or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the Transactionsaffecting creditors’ rights generally.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance of this Agreement by Seller and the Other Agreements to which Seller is a party by Seller and Seller Sub (i) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate of Incorporation or Bylaws of SellerSeller or Seller Sub, (ii) assuming that all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter SECTIONS 4.9 and 4.10 have been obtained and all of the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter SECTIONS 4.9 and 4.10 have been made and any waiting periods thereunder have terminated or expired, does not conflict with any Law applicable to SellerSeller or Seller Sub, and (iii) except as set forth on Schedule 4.3(a) SCHEDULE 4.3 of the Seller Disclosure LetterSchedule, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require the any notice, consent of or waiver under, any Third Party pursuant to any Material material Contract binding on Seller or Seller Sub or any applicable order, writ, injunction or decree Order of any Regulatory Governmental Authority to which Seller or Seller Sub is a party or by which Seller or Seller Sub is bound or to which any of its assets their respective Assets is subject, except in . Neither execution of this Agreement nor consummation of the case Transactions will trigger any rights of clauses (ii) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets noteholders or the Businesstrustee under the Indenture, dated as of November 26, 2002 (the "INDENTURE"), by and between Seller and J.P. Morgan Trust Company, National Association, or rights of Seller'x xxxxxxxxxers or the rights agent under the Amended and Restated Preferred Shares Rights Agreement, dated as of September 13, 1996, as amended through March 22, 2004 (the "RIGHTS AGREEMENT"), by and between Seller and Mellon Investor Services LLC, or any Contract or other document related to the Indenture or the Rights Agreement. (b) The execution, delivery and performance of this This Agreement and the Other Agreements have been duly executed and delivered by each of Seller and Seller Sub, and constitute the consummation legal, valid and binding obligations of the Transactions by Seller do not and will not require any consentSeller Sub, approval, authorization or permit of, or filing enforceable against Seller and Seller Sub in accordance with or notification to, any Regulatory Authoritytheir respective terms, except (i) the filing as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Law of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign general application relating to or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the Transactionsaffecting creditors' rights generally.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance of this Agreement by Seller and the Other Agreements to which Seller is a party by Seller (ia) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Seller or any Subsidiary of Seller, (iib) assuming all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter SECTION 4.7 have been obtained and all the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter SECTION 4.7 have been made and any waiting periods thereunder have terminated or expired, except as would not reasonably be expected to have a Material Adverse Effect, do not conflict with or result in violation or breach of any Law applicable to Seller, and (iiic) except as set forth on Schedule 4.3(a) SCHEDULE 4.3 of the Seller Disclosure LetterSchedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require the any notice, consent of or waiver under, any Third Party pursuant to agreement, including without limitation any Material Contract Assigned Contracts, or instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any Regulatory court or Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its assets Assets is subject, except in the case of clauses (ii) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets or the Business. (b) The execution, delivery and performance of this . This Agreement and the Other Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing in accordance with or notification to, any Regulatory Authoritytheir respective terms, except (i) the filing as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign general application relating to or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the Transactionsaffecting creditors' rights generally.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance of this Agreement by Seller and the Other Agreements to which Seller is a party by Seller (ia) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letter, are not prohibited or limited by, and will not result in the breach of or a default under, any provision of the Certificate certificate of Incorporation incorporation or Bylaws bylaws of Seller or any Subsidiary of Seller, (iib) assuming all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter 4.7 have been obtained and all the filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of the Seller Disclosure Letter 4.7 have been made and any waiting periods thereunder have terminated or expired, except as would not reasonably be expected to have a Material Adverse Effect, do not conflict with or result in violation or breach of any Law applicable to Seller, and (iiic) except as set forth on Schedule 4.3(a) 4.3 of the Seller Disclosure LetterSchedule, does not conflict with, result in a material breach of, constitute (with or without due notice or lapse of time or both) a material default under, result in the acceleration of obligations under, create in any party the right to terminate, modify or cancel, or require the any notice, consent of or waiver under, any Third Party pursuant to agreement, including without limitation any Material Contract Assigned Contracts, or instrument binding on Seller prior to the Effective Time or any applicable order, writ, injunction or decree of any Regulatory court or Governmental Authority to which Seller is a party or by which Seller is bound or to which any of its assets Assets is subject, except in the case of clauses (ii) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on the Purchased Assets or the Business. (b) The execution, delivery and performance of this . This Agreement and the Other Agreements have been duly executed and delivered by Seller, and constitute the legal, valid and binding obligations of Seller, enforceable against Seller and the consummation of the Transactions by Seller do not and will not require any consent, approval, authorization or permit of, or filing in accordance with or notification to, any Regulatory Authoritytheir respective terms, except (i) the filing as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign general application relating to or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the Transactionsaffecting creditors’ rights generally.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance by Seller of this Agreement by Seller and Agreement, the Other Agreements to which Seller is a party by Seller and the other instruments, documents (iexcluding the Commercial Agreements) except as set forth on Schedule 4.3(a) and certificates contemplated hereby and thereby, and the consummation of the Seller Disclosure LetterTransactions, are do not prohibited or limited by, and will not (a) violate, conflict with or result in the breach of or a default under, under any provision of the Certificate of Incorporation or Bylaws of Seller, (iib) assuming that all of the consents, approvals, authorizations and permits described in Section 4.3(b) and/or set forth on Schedule 4.3(b) of the Seller Disclosure Letter 4.9 have been obtained and all the applicable filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of under the Seller Disclosure Letter HSR Act have been made and any waiting periods thereunder have terminated or expired, violate or conflict with any Law applicable to Seller, and (iiic) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letterviolate, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or, other than the Required Consents or those consents, approvals, authorizations or permits set forth on Schedule 4.9 and Schedule 4.18(b)(I), require the any notice to or consent or waiver of any Third Party pursuant to Person under, any material indenture, mortgage, lease, loan agreement, Material Contract binding on Seller Contract, Registration, other material agreement or any applicable orderOrder, writin each case, injunction or decree of any Regulatory Authority to which Seller is a party or by which Seller is bound or to which any of its assets Assets is subject, except or (d) result in the case creation or imposition of clauses any Encumbrance (iiother than a Permitted Encumbrance) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect or (B) an adverse effect on any of the Purchased Assets or the BusinessAssets. (b) The executionThis Agreement, delivery and performance of this Agreement the Other Agreements, the Equity Documents and the other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby have been duly authorized, executed and delivered by Seller, and, assuming this Agreement, the Other Agreements by Seller Agreements, the Equity Documents and the consummation other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby constitute the legal, valid and binding obligations of the Transactions by other parties hereto and thereto, constitute the legal, valid and binding obligations of Seller, enforceable against Seller do not in accordance with their respective terms and will not require any consent, approval, authorization or permit of, or filing with or notification to, any Regulatory Authorityconditions, except as enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights, generally, and by general equitable principles (ithe “Equitable Exceptions”). There are no agreements, options, commitments or rights of any Person (other than Buyer) the filing to purchase or otherwise acquire any of the Charter Amendment with interests of Seller in or to the Secretary of State of the State of DelawarePurchased Assets, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or except those entered into in the aggregate, an adverse effect on Ordinary Course of Business for the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation sale of the TransactionsInventory.

No Conflicts; Enforceability. (a) Subject to obtaining the Required Seller Stockholders Vote and the filing of the Charter Amendment with the Secretary of State of the State of Delaware at or prior to the First Closing, the The execution, delivery and performance by ADMA and Buyer of this Agreement by Seller Agreement, the Other Agreements, the Equity Documents and the Other Agreements to which Seller is a party by Seller other instruments, documents (iexcluding the Commercial Agreements) except as set forth on Schedule 4.3(a) and certificates contemplated hereby and thereby, and the consummation of the Seller Disclosure LetterTransactions, are do not prohibited or limited by, and will not (a) violate, conflict with or result in the breach of or a default under, under any provision of the Certificate of Incorporation or Bylaws of SellerADMA or the organizational documents of Buyer, (iib) assuming that the ADMA Stockholder Approval and all of the consents, approvals, authorizations and permits described in Section 4.3(bset forth on Schedule 5.3(a) and/or Schedule 4.3(b) of the Seller Disclosure Letter have been obtained and all the applicable filings and notifications described in Section 4.3(b) and/or Schedule 4.3(b) of under the Seller Disclosure Letter HSR Act have been made and any waiting periods thereunder have terminated or expired, violate or conflict with any Law applicable to SellerADMA or Buyer, and (iiic) except as set forth on Schedule 4.3(a) of the Seller Disclosure Letterviolate, does not conflict with, result in a breach of, constitute (with or without due notice or lapse of time or both) a default under, result in the acceleration of obligations under, create in any party the right to accelerate, terminate, modify or cancel, or, other than as set forth on Schedule 5.3(a), require the any notice to or consent or waiver of any Third Party pursuant to Person under, any material indenture, mortgage, lease, loan agreement, ADMA Material Contract binding on Seller Contract, ADMA Registration, other material agreement or any applicable orderOrder, writin each case, injunction or decree of any Regulatory Authority to which Seller ADMA or Buyer is a party or by which Seller ADMA or Buyer is bound or to which any of its assets their respective Assets is subject, except or (d) result in the case creation or imposition of clauses any Encumbrance (iiother than a Permitted Encumbrance) and (iii) only for such conflicts, breaches and defaults that would not reasonably be expected to have either (A) a Material Adverse Effect on any of ADMA’s or (B) an adverse effect on the Purchased Assets or the BusinessBuyer’s Assets. (b) The executionThis Agreement, delivery and performance of this Agreement the Other Agreements, the Equity Documents and the other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby have been duly authorized, executed and delivered by ADMA and Buyer, and, assuming this Agreement, the Other Agreements by Seller Agreements, the Equity Documents and the consummation other instruments, documents (excluding the Commercial Agreements) and certificates contemplated hereby and thereby constitute the legal, valid and binding obligations of the Transactions by Seller do not other parties hereto and will not require any consentthereto, approvalconstitute the legal, authorization or permit ofvalid and binding obligations of ADMA and Buyer, or filing enforceable against ADMA and Buyer in accordance with or notification totheir respective terms and conditions, any Regulatory Authority, except (i) subject to the filing of the Charter Amendment with the Secretary of State of the State of Delaware, (ii) compliance with any applicable federal, foreign or state securities or blue sky Laws, including, without limitation, filings required under the Exchange Act and the Securities Act, (iii) any such consent, approval, authorization, permit, filing, or notification set forth on Schedule 4.3(b) of the Seller Disclosure Letter (including, without limitation, the filings contemplated by Sections 3.2(a)(i)(B) and 3.3(a) and (iv) any such consent, approval, authorization, permit, filing, or notification the failure of which to make or obtain would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the Purchased Assets or a Material Adverse Effect or to materially delay or impair or prevent, consummation of the TransactionsEquitable Exceptions.