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’ Seller’s Knowledge, threatened in writing against either Seller or any of its Affiliates before any Governmental Authority in respect of relating primarily to the Product Business Business, the Purchased Assets or the Purchased AssetsAssumed Liabilities, and (ii) there is no Order order or judgment of a Governmental Authority to which a Seller or any of its Affiliates is subject in respect of relating primarily to the Product Business Business, the Purchased Assets or the Purchased AssetsAssumed 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 (iii) Litigation that in any manner challenges or seeks related to preventintellectual property, enjoin, alter, or materially delay which is the transactions contemplated by this Agreement and the Ancillary Agreementssubject 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 be material to the Product Business or the Purchased Assetsconstitute 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, Affiliates and (iiiiv) items disclosed in Section 3.1.5(b) of the Sellers FDA Transfer LettersDisclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) 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 there has not been any (i) There is no Litigation pending or, to Sellers’ Seller’s Knowledge, threatened in writing by or against either Seller or any of its Affiliates other Divesting Entity before any Governmental Authority in the Territory in respect of the Product Business or the Purchased Assets, Assets or (ii) there is no Order Judgment (other than the Consent Orders) in the Territory to which a Seller or any of its Affiliates other Divesting Entity is subject in respect of the Product Business or the Purchased Assets, or except, in 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 preventbe material to the Product Business, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementstaken as a whole. (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 have a materially adverse impact on the Product Business or the Purchased AssetsBusiness, 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, Affiliates and (iiiiv) items disclosed in Schedule 3.1.5(b) of the Sellers FDA Transfer LettersDisclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority is required for Sellers Seller or any other Divesting Entity to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Effective Date, (i) There to Seller’s Knowledge, there is no Litigation pending or, to Sellers’ Knowledge, or threatened in writing against either Seller or any of its Affiliates before any Governmental Authority in respect of the Product Business or relating primarily to the Purchased Assets, and (ii) there is no Order order or judgment of a Governmental Authority to which a Seller or any of its Affiliates is subject in respect of the Product Business or relating primarily to the Purchased Assets, or except, in each case (iii(i) Litigation and (ii) immediately above), for such Litigation, orders and judgments that in any manner challenges or seeks would not constitute a Material Adverse Effect. Portions of this Exhibit, indicated by the mxxx “[***],” were omitted and have been filed separately with the Securities and Exchange Commission pursuant to preventthe Registrant’s application requesting confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementsas 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 be material to the Product Business or the Purchased Assetshave 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, Affiliates and (iii) items disclosed in Section 3.1.5(b) of the Sellers FDA Transfer LettersDisclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person is required for Sellers Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) 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 there has not been any (i) There is no Litigation pending or, to Sellers’ Seller’s Knowledge, threatened in writing by or against either Seller or any of its Affiliates other Divesting Entity before any Governmental Authority in the Territory in respect of the Product Business or the Purchased Assets, Assets or (ii) there is no Order Judgment (other than the Consent Orders) in the Territory to which a Seller or any of its Affiliates other Divesting Entity is subject in respect of the Product Business or the Purchased Assets, or except, in 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 preventbe material to the Product Business, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementstaken as a whole. (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 have a materially adverse impact on the Product Business or the Purchased AssetsBusiness, 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, Affiliates and (iiiiv) items disclosed in Schedule 3.1.5(b) of the Sellers FDA Transfer LettersDisclosure Schedules, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority is required for Sellers Seller or any other Divesting Entity to consummate the transactions contemplated hereby or by the Ancillary Agreements.

No Litigation; Consents. (a) As of the Effective Date, (i) There there is no Litigation pending or, to Sellers’ Seller’s Knowledge, threatened in writing against either Seller or any of its Affiliates before any Governmental Authority in respect of the Product Business or relating to the Purchased Assets, and (ii) there is no Order order or judgment of a Governmental Authority to which a Seller or any of its Affiliates is subject in respect of the Product Business or relating primarily to the Purchased Assets, or except, in the case of (iiii) Litigation immediately above, for such Litigation, orders and judgments that in any manner challenges or seeks would not reasonably be expected to preventmaterially and adversely affect the Purchased Assets, enjoin, alter, or materially delay the transactions contemplated by this Agreement and the Ancillary Agreementstaken as a whole. (b) Except for (i) consents, permits or authorizations Consents 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 materially and adversely affect the Purchased Assets, (ii) consentsConsents, permits, authorizations, declarations, filings declarations or registrations that have become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates, Affiliates and (iii) Consents required under applicable Competition Laws and the Sellers filing with the FDA of the Seller FDA Transfer Letters and Buyer FDA Transfer Letters, no notice to, filing with, permit of, authorization of, exemption by, or consent of, any Governmental Authority or other Person (collectively, “Consents”) is required for Sellers Seller to consummate the transactions contemplated hereby or by the Ancillary Agreements.