Common use of No Violations; Consents and Approvals Clause in Contracts

No Violations; Consents and Approvals. (1) The execution, delivery and performance of this Agreement and the MedSource Agreements by the Transferee and MedSource, as the case may be, do not, and the consummation by the Transferee and MedSource of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of formation or limited liability company agreement of the Transferee or the certificate of incorporation or Bylaws of MedSource, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which the Transferee or MedSource is a party or by which the Transferee or MedSource or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee or MedSource or any of their respective properties or assets. (2) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or Person is required in connection with the execution, delivery and performance of this Agreement or the other MedSource Agreements by the Transferee or MedSource or the consummation by the Transferee or MedSource of the transactions contemplated hereby and thereby, except filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement (as defined in section 7.17).

No Violations; Consents and Approvals. (1) The execution, delivery and performance of this Agreement and the MedSource Agreements by the Transferee Buyer and MedSource, as the case may be, do not, and the consummation by the Transferee Buyer and MedSource of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of formation or limited liability company agreement of the Transferee Buyer or the certificate of incorporation or Bylaws of MedSource, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which the Transferee Buyer or MedSource is a party or by which the Transferee Buyer or MedSource or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee Buyer or MedSource or any of their respective properties or assets. (2) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or Person is required in connection with the execution, delivery and performance of this Agreement or the other MedSource Agreements by the Transferee Buyer or MedSource or the consummation by the Transferee Buyer or MedSource of the transactions contemplated hereby and thereby, except filings with the Federal Trade Commission and with the Department of Justice pursuant to the HSR Act (as defined in section 7.14) and filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement (as defined in section 7.17).

No Violations; Consents and Approvals. (1) The execution, delivery and performance of this Agreement and the MedSource Acquisition Agreements by MedSource and the Transferee and MedSource, as the case may be, do not, and the consummation by MedSource and/or the Transferee and MedSource of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of incorporation or bylaws of MedSource or the certificate of formation or limited liability company agreement of the Transferee or the certificate of incorporation or Bylaws of MedSourceTransferee, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, contract, undertaking, understanding, covenant, agreement or other instrument to which MedSource or the Transferee or MedSource is a party or by which MedSource or the Transferee or MedSource or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to MedSource or the Transferee or MedSource or any of their respective properties or assetsassets in any material respect. (2) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or any Person is required in connection with the execution, delivery and performance of this Agreement or the other MedSource Acquisition Agreements by MedSource or the Transferee or MedSource or the consummation by MedSource or the Transferee or MedSource of the transactions contemplated hereby and thereby, except filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement (as defined in section 7.17hereinafter defined).

No Violations; Consents and Approvals. (1a) The execution, delivery and performance of this Agreement and the MedSource Buyer Agreements by the Transferee and MedSourceBuyer or Acquisition Corp., as the case may beapplicable, do not, and the consummation by the Transferee Buyer and MedSource Acquisition Corp. of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of formation incorporation or limited liability company agreement bylaws of the Transferee Buyer or the certificate of incorporation or Bylaws of MedSourceAcquisition Corp., (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which the Transferee Buyer or MedSource Acquisition Corp. is a party or by which the Transferee Buyer or MedSource Acquisition Corp. or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee Buyer or MedSource Acquisition Corp. or any of their respective properties or assets. (2b) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or Person is required in connection with the execution, delivery and performance of this Agreement or the other MedSource Agreements Transaction Documents by the Transferee Buyer or MedSource Acquisition Corp. or the consummation by the Transferee Buyer or MedSource Acquisition Corp. of the transactions contemplated hereby and thereby, except filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement (as defined in section 7.17).

No Violations; Consents and Approvals. (1) The execution, delivery and performance of each of this Agreement and the MedSource Agreements other Transaction Documents by each of the Transferee Transferor and MedSource, as the case may be, Shareholders parties thereto do not, and the consummation by each of the Transferee Transferor and MedSource the Shareholders of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate articles of formation organization or limited liability company agreement bylaws of the Transferee or the certificate of incorporation or Bylaws of MedSourceTransferor, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, under any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, lease, option, contract, undertaking, understanding, covenant, agreement or other instrument or document (collectively, a "Contract") to which either the Transferee Transferor or MedSource any Shareholder is a party or by which the Transferee or MedSource or any of their respective the properties or assets of the Transferor or any Shareholder may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee Transferor or MedSource any Shareholder or any of their respective properties or assets. (2) No prior or subsequent filing or registration with, notification to, or authorization, consent or approval of, any foreign, provincial, United States federal, state, county, municipal or other local jurisdiction, political entity, body, organization, subdivision or branch, legislative or executive agency or department or other regulatory service, authority or agency, including but not limited to the United States Food and Drug Administration (the "FDA"), the United States Health Care Financing Administration ("HCFA") and any foreign, state or local agency with authority or responsibility similar to that of the FDA or HCFA (a "Governmental Entity or Person Entity") is required in connection with the execution, delivery and performance of this Agreement or any of the other MedSource Agreements by Transaction Documents to which the Transferee Transferor or MedSource any Shareholder is a party or the consummation by the Transferee Transferor or MedSource any Shareholder of the transactions contemplated hereby and thereby, except filings for such filings, registrations, notifications, authorizations, consents and approvals as may be are set forth on Schedule 5.4(b) hereof. (3) No prior or subsequent filing or consent, approval, order, authorization, notification to, notice to, estoppel certificate, registration, ratification, declaration, waiver, exemption or variance (collectively, together with the filings, registrations, notifications, authorizations, consents and approvals of Governmental Entities set forth in section 5.4(b), "Consents") of any individual or entity (a "Person") is required under state in connection with the execution, delivery and federal securities laws performance of this Agreement or any of the other Transaction Documents to give effect which the Transferor, any Shareholder or any other shareholder of the Transferor is a party or the consummation by the Transferor, any Shareholder or any other shareholder of the Transferor of the transactions contemplated hereby and thereby, except for such Consents as are set forth on Schedule 5.4(b) or (c) hereof. (4) Schedule 5.4(d) sets forth a list of all licenses, permits, filings, qualifications, registrations, franchises, certifications, authorizations and similar credentials and documents from any Governmental Entity or any private licensing or certifying organization (collectively, "Licenses") that the Transferor now holds, or at any time since December 31, 1995 held, in connection with its business, including but not limited to any Licenses from the FDA with respect to the registration rights granted qualification of the Transferor's facilities under "good manufacturing practices" requirements and any Licenses pertaining to ISO 9000 or ISO 9002 certification. The Transferor makes no representation as to the Registration Rights Agreement (transferability of any of its Licenses. However, no License is at risk of being forfeited, canceled or not renewed and no fact or circumstance relating to the Transferor's business activities, personnel, products or facilities would cause any License to be forfeited, canceled or not renewed. Except as defined in section 7.17set forth on Schedule 5.4(d), since December 31, 1995, neither the FDA nor any similar Governmental Agency has issued any "483 reports" or similar reports, findings or citations and there are no outstanding matters with respect to any such "483 reports" or similar reports, findings or citations.

No Violations; Consents and Approvals. (1) The execution, delivery and performance of this Agreement agreement and the MedSource Agreements by the Transferee and MedSource, as the case may be, do not, and the consummation by the Transferee and MedSource of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of formation or limited liability company agreement of the Transferee or the certificate of incorporation or Bylaws of MedSource, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which the Transferee or MedSource is a party or by which the Transferee or MedSource or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee or MedSource or any of their respective properties or assets. (2) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or Person is required in connection with the execution, delivery and performance of this Agreement agreement or the other MedSource Agreements by the Transferee or MedSource or the consummation by the Transferee or MedSource of the transactions contemplated hereby and thereby, except filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement agreement (as defined in section 7.17hereinafter defined).

No Violations; Consents and Approvals. (1) The execution, delivery and performance of this Agreement agreement and the MedSource Agreements by the Transferee and MedSource, as the case may be, do not, and the consummation by the Transferee and MedSource of the transactions contemplated hereby and thereby will not, (i) violate any provision of the certificate of formation or limited liability company agreement of the Transferee or the certificate of incorporation or Bylaws of MedSource, (ii) result in a violation or breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, guarantee, other evidence of indebtedness, license, contract, agreement or other instrument to which the Transferee or MedSource is a party or by which the Transferee or MedSource or any of their respective properties or assets may be bound or otherwise subject or (iii) violate any order, writ, judgment, injunction, decree, law, statute, rule or regulation applicable to the Transferee or MedSource or any of their respective properties or assets. (2) No filing or registration with, notification to, or authorization, consent or approval of, any Governmental Entity or Person is required in connection with the execution, delivery and performance of this Agreement agreement or the other MedSource Agreements by the Transferee or MedSource or the consummation by the Transferee or MedSource of the transactions contemplated hereby and thereby, except filings with the Federal Trade Commission and with the Department of Justice pursuant to the HSR Act (as defined in section 7.14) and filings as may be required under state and federal securities laws to give effect to the registration rights granted under the Registration Rights Agreement (as defined in section 7.17hereinafter defined).