Common use of No Conflicts; Required Consents Clause in Contracts

No Conflicts; Required Consents. No consents are required with respect to Astellas’ execution and delivery of this Agreement, the other Transaction Agreements, and the consummation of any of the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Agreements by Astellas do not: (i) conflict with, violate or result in any breach of: (A) Astellas’ Charter Documents, or (B) any Legal Requirement applicable to Astellas or by which its business, assets, or properties are bound or affected except those which would not have a Material Adverse Effect with respect to Astellas, (ii) give any Governmental Authority or other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement or any order, judgment, injunction, decree, or award of any arbitrator to which Astellas is subject; (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, to which Astellas is a party or by which Astellas or any of the assets or properties constituting the Business may be bound or affected or (C) revoke, suspend or modify any Governmental Approval, except, with respect to any of clauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Astellas, (iii) cause Astellas to become subject to, or to become liable for the payment of, any material Tax or (iv) require Astellas to obtain any consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.

No Conflicts; Required Consents. No consents are required with respect to Astellas’ Maxygen’s execution and delivery of this Agreement, the other Transaction Agreements, Agreement and the consummation of the Unit Purchase. No further action by any of Maxygen, its officers, directors or stockholders is required with respect to the Transactionsexecution of this Agreement and the consummation of the transactions contemplated hereby. The execution, delivery and performance of this Agreement by Maxygen do not and the other Transaction Agreements by Astellas do notwill not either with or without notice or lapse of time: (ia) conflict with, violate or result in any breach of: (A) Astellas’ Charter Documents, Maxygen’s certificate of incorporation or bylaws or equivalent organizational documents; (B) Perseid’s Certificate or LLC Agreement; (C) any Legal Requirement with respect to Perseid applicable to Astellas Perseid or by which its business, assets, assets or properties are bound or affected affected, except those which would not have a Material Adverse Effect with respect to Astellas,Perseid; (iib) give any Governmental Authority or other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement or any order, judgment, injunction, decree, or award of any arbitrator to which Astellas Perseid is subject; , (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, agreement to which Astellas Perseid is a party or by which Astellas or any of the assets or properties constituting the Business Perseid may be bound or affected or (C) revoke, suspend or modify any Governmental Approval, except, with respect to any of clauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Astellas,Perseid; (iiic) cause Astellas Perseid to become subject to, or to become liable for the payment of, any material Tax Tax; (d) result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the Facility or the Perseid Assets other than Permitted Encumbrances pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation except as would not be reasonably likely to result in a Material Adverse Effect with respect to Perseid; or (ive) require Astellas Maxygen or Perseid to obtain any consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.

No Conflicts; Required Consents. No consents are required with respect to Astellas’ Maxygen’s execution and delivery of this Agreement, the other Transaction Agreements, and the consummation of any of the Transactions. The execution, delivery and performance of this Agreement and the other Transaction Agreements by Astellas Maxygen do notnot and will not either with or without notice or lapse of time: (i) conflict with, violate or result in any breach of: (A) Astellas’ Charter Documents, Maxygen’s certificate of incorporation or bylaws or equivalent organizational documents; or (B) any Legal Requirement with respect to Maxygen applicable to Astellas Maxygen or by which its businessBusiness, assets, or properties are bound or affected affected, except those which would not have a Material Adverse Effect with respect to Astellas,Effect; (ii) give any Governmental Authority or other Person the right to (A) exercise any remedy or obtain any relief under any Legal Requirement or any order, judgment, injunction, decree, or award of any arbitrator to which Astellas Maxygen is subject; , (B) declare a default of, exercise any remedy under, accelerate the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, to which Astellas Maxygen is a party or by which Astellas Maxygen or any of the assets or properties constituting the Business may be bound or affected or (C) revoke, suspend or modify any Governmental Approval, except, with respect to any of clauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Astellas,Maxygen; (iii) cause Astellas Maxygen to become subject to, or to become liable for the payment of, any material Tax orTax; (iv) assuming the Consents listed in Section 4.1(d) of the Maxygen JVA Disclosure Schedule are obtained, or notices and/or acknowledgements are sent, result in any breach of or constitute a default under, or give to others any right of termination, amendment, acceleration or cancellation of, or result in the creation of any Encumbrance on the Facility or the Contributed Assets other than Permitted Encumbrances pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation except as would not be reasonably likely to result in a Material Adverse Effect with respect to Maxygen; or (v) require Astellas Maxygen to obtain any consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly contemplated by the Transaction Agreements.

No Conflicts; Required Consents. No consents are required with respect Except as otherwise disclosed to Astellas’ execution Buyer on Schedule 4.15, the execution, delivery and delivery performance by Seller and the Company of this Agreement, the other Transaction Agreements, instruments to be delivered pursuant hereto and the consummation of any of the Transactions. The executiontransactions contemplated herein, delivery do not and performance of this Agreement and the other Transaction Agreements by Astellas do will not: : (i) conflict with, violate with or result in any a violation or breach of: (A) Astellas’ Charter Documents, or (B) default under, any Legal Requirement applicable to Astellas provision of the certificate of formation, operating agreement or by which its businessother organizational document of Seller or the Company, assets, or properties are bound or affected except those which would not have a Material Adverse Effect with respect to Astellas, including the existing LLC agreement; (ii) give conflict with or result in a violation or breach of any provision of any Applicable Law or governmental order applicable to Seller or the Company; (iii) require the consent, notice or other action by any Person under, conflict in any material respect with, result in a material violation or material breach of, constitute a material default under (or an event which might, with the passage of time or the giving of notice, or both, constitute a default) or result in the termination, amendment, acceleration, suspension, revocation or cancelation of any Material Contract or permit to which the Company is bound or to which any Midstream Asset is subject; or (iv) result in imposition of any encumbrance on any of the Midstream Assets. Except as otherwise disclosed to Buyer on Schedule 4.15, no notice to, consent, approval, permit or authorization of, or exemption by, or filing with, any Governmental Authority or any other Person is required to be obtained or made by Seller or the right Company in connection with the execution, delivery or performance of this Agreement, the instruments to (A) exercise any remedy be delivered pursuant hereto and the transactions contemplated herein. Except as otherwise disclosed to Buyer on Schedule 4.15, no statute, rule or obtain any relief under any Legal Requirement or any order, judgment, injunction, decreeregulation, or award order of any arbitrator to which Astellas is subject; (B) declare a default of, exercise any remedy under, accelerate Governmental Authority prohibits Seller or the performance of, cancel, terminate, modify or receive any payment under any indenture or loan or credit agreement or any other agreement, to which Astellas is a party or by which Astellas or any of Company from consummating the assets or properties constituting the Business may be bound or affected or (C) revoke, suspend or modify any Governmental Approval, except, with respect to any of clauses (A) through (C), as would not be reasonably likely to result in a Material Adverse Effect with respect to Astellas, (iii) cause Astellas to become subject to, or to become liable for the payment of, any material Tax or (iv) require Astellas to obtain any consent of, or make or deliver any filing or notice to, a Governmental Authority, other than as expressly transactions contemplated by the Transaction Agreementshereby.