Common use of No Litigation; Consents Clause in Contracts

No Litigation; Consents. (a) (i) There is no Litigation pending or, to Sellers’ Knowledge, threatened in writing against either Seller or any of its Affiliates before any Governmental Authority in respect of the Product Business or the Purchased Assets, (ii) there is no Order to which a Seller or any of its Affiliates is subject in respect of the Product Business or the Purchased Assets, or (iii) Litigation that in any manner challenges or seeks to prevent, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreements. (b) Except for (i) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to be material to the Product Business or the Purchased Assets, (ii) consents, permits, authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, and (iii) the Sellers FDA Transfer Letters, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority is required for Sellers to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) (i) There is no Litigation pending or, to Sellers’ Knowledgethe knowledge of Buyer, threatened in writing writing, against either Seller Buyer or any of its Affiliates before any Governmental Authority in respect of the Product Business or the Purchased AssetsAssets or the transactions contemplated by this Agreement and the Ancillary Agreements, and (ii) there is no Order to which a Seller Buyer or any of its Affiliates is subject in respect of the Product Business or the Purchased Assets, Assets or (iii) Litigation that in any manner challenges or seeks to prevent, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreements, except, in each case ((i) and (ii) immediate above) for such Litigation and Orders that would not reasonably be expected to have a Buyer Material Adverse Effect. (b) Except for (i) if required, the filings under the HSR Act and any comparable filing under applicable Foreign Competition Law, and the expiration of the waiting periods thereunder, (ii) consents, permits Permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to be material to materially and adversely impact the Product Business or the Purchased Assets, (iiiii) consents, permitsPermits, authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer Seller or its Affiliates, Affiliate and (iiiiv) items disclosed in Section 3.2.5(b) of the Sellers FDA Transfer LettersBuyer Disclosure Schedule, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Buyer or any of its Affiliates to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Execution Date, (i) There there is no Litigation pending or, to Sellers’ Knowledgethe knowledge of Buyer, threatened in writing against either Seller Buyer or any of its Affiliates before any Governmental Authority in respect of the Product Business or the Purchased AssetsAuthority, and (ii) there is no Order order or judgment of a Governmental Authority to which a Seller Buyer or any of its Affiliates is subject subject, except, in respect of the Product Business or the Purchased Assetseach case ((i) and (ii) immediately above) for such Litigation, or (iii) Litigation orders and judgments that in any manner challenges or seeks would not reasonably be expected to prevent, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementsconstitute a Buyer Material Adverse Effect. (b) Except for (i) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to be material to the Product Business or the Purchased Assetsconstitute a Buyer Material Adverse Effect, and (ii) consents, permits, authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer Seller or its Affiliates, and (iii) the Sellers FDA Transfer LettersAffiliate, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Buyer to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Execution Date, (i) There there is no Litigation pending or, to Sellers’ Knowledgethe knowledge of Buyer, threatened in writing against either Seller Buyer or any of its Affiliates before any Governmental Authority in respect of the Product Business or the Purchased AssetsAuthority, and (ii) there is no Order Judgment of a Governmental Authority to which a Seller Buyer or any of its Affiliates is subject subject, except, in respect of the Product Business or the Purchased Assets, or each case (iii(i) and (ii) immediately above) for such Litigation and Judgments that in any manner challenges or seeks would not reasonably be expected to prevent, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementsconstitute a Buyer Material Adverse Effect. (b) Except for (i) the Consent Orders, (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to be material to the Product Business or the Purchased Assetsconstitute a Buyer Material Adverse Effect, and (iiiii) consents, permits, authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer Seller or its Affiliates, and (iii) the Sellers FDA Transfer LettersAffiliate, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Buyer to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Execution Date, (i) There there is no Litigation pending or, to Sellers’ Knowledgethe knowledge of Buyer, threatened in writing against either Seller Buyer or any of its Affiliates before any Governmental Authority in respect of the Product Business or the Purchased AssetsAuthority, and (ii) there is no Order Judgment of a Governmental Authority to which a Seller Buyer or any of its Affiliates is subject subject, except, in respect of the Product Business or the Purchased Assets, or each case (iii(i) and (ii) immediately above) for ​ ​ ​ such Litigation and Judgments that in any manner challenges or seeks would not reasonably be expected to prevent, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementsconstitute a Buyer Material Adverse Effect. (b) Except for (i) the Consent Orders, (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to be material to the Product Business or the Purchased Assetsconstitute a Buyer Material Adverse Effect, and (iiiii) consents, permits, authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer Seller or its Affiliates, and (iii) the Sellers FDA Transfer LettersAffiliate, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Buyer to consummate the transactions contemplated hereby or by the Ancillary Agreements.