Common use of No Litigation; Consents Clause in Contracts

No Litigation; Consents. (a) As of the Execution Date, (i) there is no Litigation pending or, to Seller’s Knowledge, threatened in writing against Seller or any of its Affiliates before any Governmental Authority in the Territory in respect of the Product Business, the Purchased Assets or the Licensed Intellectual Property, and (ii) there is no order or judgment of a Governmental Authority in the Territory to which Seller or any of its Affiliates is subject in respect of the Product Business, the Purchased Assets or Licensed Intellectual Property, except, in each case ((i) and (ii)), for such Litigation, orders and judgments that would not reasonably be expected to constitute a 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 constitute a Material Adverse Effect, (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) items disclosed in Schedule 3.1.7(b) of the Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Execution Date, (i) there is no Litigation pending or, to Seller’s Knowledge, threatened in writing against Seller or any of its Affiliates before any Governmental Authority in the Territory in respect of relating primarily to the Product Business, the Purchased Assets or the Licensed Intellectual PropertyAssumed Liabilities, and (ii) there is no order or judgment of a Governmental Authority in the Territory to which Seller or any of its Affiliates is subject in respect of relating primarily to the Product Business, the Purchased Assets or Licensed Intellectual Propertythe Assumed Liabilities, except, in each case ((i) and (ii)) immediately above), for such Litigation, orders and judgments that would not reasonably be expected to constitute a Material Adverse Effect. This Section 3.1.5(a) does not address Litigation related to regulatory matters, which is the subject of Section 3.1.9, or Litigation related to intellectual property, which is the subject of Section 3.1.11. (b) Except for (i) if required, the filings under the HSR Act and any comparable filing under applicable foreign competition Law in the Territory, and the expiration of the waiting periods thereunder, (ii) consents, permits or authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to constitute a Material Adverse Effect, (iiiii) 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 (iiiiv) items disclosed in Schedule 3.1.7(bSection 3.1.5(b) of the Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller 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 Seller’s Knowledgethe knowledge of Buyer, threatened in writing writing, against Seller Buyer or any of its Affiliates before any Governmental Authority in the Territory in respect of the Product Business, Business or the Purchased Assets or the Licensed Intellectual Propertytransactions contemplated by this Agreement and the Ancillary Agreements, and (ii) there is no order or judgment of a Governmental Authority in the Territory Order to which Seller Buyer or any of its Affiliates is subject in respect of the Product Business, Business or the Purchased Assets or Licensed Intellectual Propertythe transactions contemplated by this Agreement and the Ancillary Agreements, except, in each case ((i) and (ii)), ) immediate above) for such Litigation, orders Litigation and judgments Orders that would not reasonably be expected to constitute 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 constitute a Material Adverse Effectmaterially 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 Schedule 3.1.7(bSection 3.2.5(b) of the Buyer Disclosure SchedulesSchedule, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller Buyer or any of its Affiliates to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) (i) As of the Execution Date, (i) there is no Litigation pending or, to Seller’s Knowledge, threatened in writing writing, against Seller or any of its Affiliates before any Governmental Authority in the Territory in respect of the Product Business, Business or the Purchased Assets or the Licensed Intellectual Propertytransactions contemplated by this Agreement and the Ancillary Agreements, and (ii) there is no order or judgment of a Governmental Authority in the Territory Order to which Seller or any of its Affiliates is subject in respect of the Product Business, Business or the Purchased Assets or Licensed Intellectual Propertythe transactions contemplated by this Agreement and the Ancillary Agreements, except, in each case ((i) and (ii)) immediately above), for such Litigation, orders Litigation and judgments Orders that would not reasonably be expected to constitute a Material Adverse Effectbe material to the Product Business or the Purchased Assets. (b) Except for (i) if required, filings under the HSR Act and any comparable filing under applicable Foreign Competition Law, and the expiration of any applicable 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 constitute a Material Adverse Effectmaterially and adversely impact the Product Business or the Purchased Assets, (iiiii) 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 (iiiiv) items disclosed in Schedule 3.1.7(bSection 3.1.5(b) of the Seller Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller or any of its Affiliates to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Execution Effective Date, (i) to Seller’s Knowledge, there is no Litigation pending or, to Seller’s Knowledge, or threatened in writing against Seller or any of its Affiliates before any Governmental Authority in the Territory in respect of the Product Business, relating primarily to the Purchased Assets or the Licensed Intellectual PropertyAssets, and (ii) there is no order or judgment of a Governmental Authority in the Territory to which Seller or any of its Affiliates is subject in respect of the Product Business, relating primarily to the Purchased Assets or Licensed Intellectual PropertyAssets, except, in each case ((i) and (ii)) immediately above), for such Litigation, orders and judgments that would not reasonably be expected to constitute a Material Adverse Effect. Portions of this Exhibit, indicated by the m▇▇▇ “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. (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 constitute have a Material Adverse Effect, (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) items disclosed in Schedule 3.1.7(bSection 3.1.5(b) of the Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As Except as set forth in Schedule 3.1.5 of the Disclosure Schedules, there is no, and during the past three years prior to the Execution Date, Date there has not been any (i) there is no Litigation pending or, to Seller’s Knowledge, threatened in writing by or against Seller or any of its Affiliates other Divesting Entity before any Governmental Authority in the Territory in respect of the Product Business, Business or the Purchased Assets or the Licensed Intellectual Property, and (ii) there is no order or judgment of a Governmental Authority Judgment (other than the Consent Orders) in the Territory to which Seller or any of its Affiliates other Divesting Entity is subject in respect of the Product Business, Business or the Purchased Assets or Licensed Intellectual PropertyAssets, except, in each case ((i) and (ii)) immediately above), for such Litigation, orders Litigation and judgments ​ ​ ​ Judgments that would not reasonably be expected to constitute be material to the Product Business, taken as a Material Adverse Effectwhole. (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 constitute have a Material Adverse Effectmaterially adverse impact on the Product Business, taken as a whole, (iiiii) 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 (iiiiv) items disclosed in Schedule 3.1.7(b3.1.5(b) of the Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller or any other Divesting Entity to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As Except as set forth in Schedule 3.1.5 of the Disclosure Schedules, there is no, and during the past three years prior to the Execution Date, Date there has not been any (i) there is no Litigation pending or, to Seller’s Knowledge, threatened in writing by or against Seller or any of its Affiliates other Divesting Entity before any Governmental Authority in the Territory in respect of the Product Business, Business or the Purchased Assets or the Licensed Intellectual Property, and (ii) there is no order or judgment of a Governmental Authority Judgment (other than the Consent Orders) in the Territory to which Seller or any of its Affiliates other Divesting Entity is subject in respect of the Product Business, Business or the Purchased Assets or Licensed Intellectual PropertyAssets, except, in each case ((i) and (ii)) immediately above), for such Litigation, orders Litigation and judgments Judgments that would not reasonably be expected to constitute be material to the Product Business, taken as a Material Adverse Effectwhole. (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 constitute have a Material Adverse Effectmaterially adverse impact on the Product Business, taken as a whole, (iiiii) 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 (iiiiv) items disclosed in Schedule 3.1.7(b3.1.5(b) of the Disclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Seller or any other Divesting Entity to consummate the transactions contemplated hereby or by the Ancillary Agreements.