No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (i) violate the Certificate of Incorporation or By-Laws of DURA; (ii) to the knowledge of DURA, materially conflict with or result in a material breach of any of the material terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree to which DURA is a party or by which it is bound and that would have a material adverse effect upon DURA's ability to perform its obligations under this Agreement or any Related Agreement, (iii) to the knowledge of DURA, require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or regulatory body or of any creditor of DURA or any of its Affiliates, or (iv) to the knowledge of DURA, give any Third Party the right under any material instrument, agreement, mortgage, judgment, order, award or decree the right to terminate, modify or otherwise change the rights or obligations of DURA or any of its Affiliates under such material instrument, agreement, mortgage, judgment, order, award or decree, the effect of which would have a material adverse effect upon DURA's ability to perform its obligations under this Agreement or any Related Agreement, or (v) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under, any contract to which DURA or any of its Affiliates is a party or to which it is subject or bound, except for such conflict, acceleration, default, breach or violation that would have a material adverse effect on DURA's ability to perform its obligations under this Agreement or any Related Agreement.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate the Certificate of Incorporation or By-Laws of GSK;
(ii) to GSK's knowledge, materially conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree to which GSK is a party or by which it is bound; or
(iii) except for the requisite filings under the HSR Act and the expiration or termination of the waiting period thereunder, to GSK's knowledge, require the affirmative approval, consent, authorization or other order or action of any court, Governmental Authority or of any creditor of GSK or any of its Affiliates.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate the Certificate of Incorporation or By-Laws of Prometheus;
(ii) to Prometheus' knowledge, materially conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree to which Prometheus is a party or by which it is bound, or
(iii) except for the requisite filings under the HSR Act and the expiration or termination of the waiting period thereunder, to Prometheus' knowledge, require the affirmative approval, consent, authorization or other order or action of any court, Governmental Authority or of any creditor of Prometheus or any of its Affiliates.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not: violate the Certificate of Incorporation or By-Laws of any of the MPL Entities; to the best of MPL's knowledge, materially conflict with or result in a material breach of any of the material terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree specifically relating to the manufacturing, distribution or sale of the Licensed Products to which any MPL Entity is a party or by which it is bound and which would have a material adverse effect upon the distribution or sale of the Licensed Products as currently conducted by such MPL Entity (it being understood that certain contracts pertaining to the sale of Licensed Products to Third Parties may require the consent of such Third Party for assignment of same to Distributor); to the best of MPL's knowledge, require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or regulatory body or of any creditor of any of the MPL Entities.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not: violate the Certificate of Incorporation or By-Laws of Distributor; to the knowledge of Distributor, materially conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree to which Distributor is a party or by which it is bound, or to the knowledge of Distributor, require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or regulatory body or of any creditor of Distributor or any of its Affiliates.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby will not: (i) violate the Certificate of Incorporation or By-Laws of any of the BMS Entities; (ii) to the knowledge of BMS, materially conflict with or result in a material breach of any of the material terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree specifically relating to the Business to which any BMS Entity is a party or by which it is bound and which would have a material adverse effect upon the conduct of the Business as currently conducted by such BMS Entity, (iii) to the knowledge of BMS, require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or regulatory body or of any creditor of any of the BMS Entities, or (iv) to the knowledge of BMS, give any Third Party the right under any material instrument, agreement, mortgage, judgment, order, award or decree specifically relating to the Business the right to terminate, modify or otherwise change the rights or obligations of any of the BMS Entities under such material instrument, agreement, mortgage, judgment, order, award or decree, the effect of which would be materially adverse to the conduct of the Business as currently conducted by such BMS Entity, or (v) conflict with or result in any violation of or constitute a breach of any of the terms or provisions of, or result in the acceleration of any obligation under, or constitute a default under, any contract that is material to the conduct of the Business and to which any BMS Entity is a party or to which it is subject or bound, except for such conflict, acceleration, default, breach or violation that is not reasonably likely to have a material adverse effect on such BMS Entity's ability to perform its obligations under this Agreement or any Related Agreement.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate the Certificate of Incorporation or By-Laws of GSK;
(ii) to the best of GSK's knowledge, materially conflict with or result in a material breach of any of the material terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree relating to the manufacturing, distribution or sale of the Product to which GSK is a party or by which it is bound and which would have a material adverse effect upon the distribution or sale of the Product as currently conducted by GSK (it being understood that certain contracts pertaining to the sale of Product to Third Parties may require the consent of such Third Party for assignment of same to Myogen, to the extent previously disclosed to Myogen in writing);
(iii) to the best of GSK's knowledge, require the affirmative approval, consent, authorization or other order or action of any court, Governmental Authority or of any creditor of GSK.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate the Certificate of Incorporation or By-Laws of Myogen;
(ii) to the best of Myogen's knowledge, materially conflict with or result in a material breach of any of the terms, conditions or provisions of, or constitute an express event of default under, any material instrument, agreement, mortgage, judgment, order, award, or decree to which Myogen is a party or by which it is bound, or
(iii) to the best of Myogen's knowledge, require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or regulatory body or of any creditor of Myogen or any of its Affiliates.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) violate the Certificate of Incorporation or By-Laws of any of the Luitpold/AR Entities;
(ii) [*] or, to the Knowledge of Luitpold/AR, any material instrument, agreement, mortgage, judgment, order, award, or decree specifically relating to the manufacturing, distribution or sale of Iron Products to which any Luitpold/AR Entity is a party or by which it is bound and which would have a Material Adverse Effect upon the manufacture, distribution or sale of Iron Products as currently conducted by such Luitpold/AR Entity (it being understood that certain contracts pertaining to the sale of Products to Third Parties may require the consent of such Third Party for assignment of same to FUSA and that Vifor shall have consented to this Agreement);
(iii) to the Knowledge of Luitpold/AR, require the affirmative approval, consent, authorization or other order or action of any court, Governmental Authority or regulatory body or of any creditor of any of 19 the Luitpold/AR Entities, except for any Xxxx-Xxxxx-Xxxxxx filing required in connection with the Transfer.
No Violation of Instruments or Contracts. The execution and the delivery of this Agreement and the consummation of the transactions contemplated hereby will not:
(i) conflict with or result in a breach of any of the terms, conditions or provisions of, or constitute an event of default under, any instrument, agreement, mortgage, judgment, order, award, or decree to which Coherent is a Party or by which it is bound; or Note: Certain portions of this document have been marked "[c.i.]" to indicate that confidential treatment has been requested for this confidential information. The confidential portions have been omitted and filed separately with the Securities and Exchange Commission.
(ii) require the affirmative approval, consent, authorization or other order or action of any court, governmental authority or of any creditor of Coherent other than the Approval it is seeking with respect to the distribution of drugs.
