Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement and each Ancillary Agreement does not, and the consummation by Seller of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not, (i) conflict with or violate the organizational documents of Seller, (ii) assuming compliance with Section 3.03(b), conflict with or violate any judgment, injunction, order or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) to which Seller or any of the Transferred Assets is subject or (iii) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Assets, except, in the case of clauses (ii) and (iii), for any such items that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the Transferred Assets or materially impede or materially delay the consummation by Seller of the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”).
(b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given or made by Seller in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, or the consummation of the Acquisition other than (i) those that may be required solely by reason of Purchaser’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements and (ii) those the failure of which to obtain, give or make would not, individually or in the aggregate, constitute a Material Adverse Effect.
Non-Contravention and Approvals. (a) The execution and delivery by Purchaser of this Agreement and each Ancillary Agreement, the consummation by Purchaser of the Acquisition and the other transactions contemplated to be consummated by it hereunder and the consummation by Purchaser of the transactions contemplated to be consummated by them under the Ancillary Agreements will not, (i) conflict with or violate the organizational documents of Purchaser, (ii) result in any violation of, breach of or constitute a default under, or give rise to a right of termination, cancellation, payment or acceleration of any obligation or loss of a benefit under, any Contract to which Purchaser is a party or by which any of its properties or assets is bound, (iii) assuming compliance with Section 4.04(b), conflict with or violate any Judgment or Law to which Purchaser or its properties or assets are subject or (iv) result in the creation of any Lien upon any of the properties or assets of Purchaser, except, in the case of clauses (ii) through (iv), for any such items that would not, individually or in the aggregate, reasonably be expected to result in any event, change, occurrence or effect that prevents or materially impedes or materially delays the consummation by Purchaser of the Acquisition and the other transactions contemplated by this Agreement (a “Purchaser Material Adverse Effect”).
(b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given or made by Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition, other than (i) those that may be required solely by reason of Seller’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements, and (ii) those the failure of which to obtain, give or make would not, individually or in the aggregate, constitute a Purchaser Material Adverse Effect.
Non-Contravention and Approvals. (a) The execution and delivery by each of the Osmotica Shareholders, Osmotica and New HoldCo of this Agreement does not, and neither the execution and delivery by each of the Osmotica Shareholders, Osmotica, New HoldCo and the Osmotica Subsidiaries of each Ancillary Agreement to which it is or will be a party nor the consummation by each of the Osmotica Shareholders, Osmotica and New HoldCo of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements and by each Osmotica Subsidiary of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents, as applicable, of any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries, (ii) conflict with, or result in any breach of, or constitute a default under, require notice pursuant to, obligate any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries to make any payment under, or give rise to any right of termination, cancellation, modification or acceleration of (whether after the filing of notice or the lapse of time or both), or give rise to a loss of any benefit to which any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries is entitled to under, any provision of any Contract to which any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries is a party or by which any of its properties or assets are bound, (iii) conflict with or violate any Judgment or Law applicable to any of the Osmotica Shareholders, the Osmotica Companies, New HoldCo or the Osmotica Subsidiaries, or (iv) result in the creation of any Liens (other than Osmotica Permitted Liens or Liens arising from any act of the Vertical/Trigen Shareholders or the Vertical/Trigen Companies or their respective affiliates) upon the Osmotica Shares or the properties or assets of the Osmotica Companies, except, in the case of clauses (ii) and (iii), any such items that, individually or in the aggregate, would not reasonably be expected to adversely affect New HoldCo or the Osmotica Companies in any material respect.
(b) No consent, approval or authorization (“Consent”) of, or registration, declaration or filing with, any federal, state, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “...
Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement does not, and none of the execution and delivery by Seller and each other Divesting Entity of each Ancillary Agreement to which it will be a party, the consummation by Seller and each other Divesting Entity of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement, and the consummation by Seller and each other Divesting Entity of the transactions contemplated to be consummated by them, as applicable, under the Ancillary Agreements will, (i) violate the organizational documents of Seller or any other Divesting Entity, (ii) except as set forth in Section 4.03(a) of the Seller Disclosure Schedule, require the consent, notice or other action by any Person under, conflict with, or result in any breach of or constitute a default or give rise to any termination right under any Transferred Contract or any Contract by which any of the Transferred Assets or the Chelsea Facility is bound or affected, or result in the imposition or creation of any Lien upon any Transferred Asset (except for a Permitted Lien) or (iii) subject to obtaining the Consents described in Section 4.03(b), violate any Judgment or Law applicable to such Divesting Entity or any of the Transferred Assets.
(b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by the Divesting Entities in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements or the consummation of the Acquisition.
Non-Contravention and Approvals. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with the terms hereof, will conflict with or result in a violation under any provision of Seller’s governing documents or result in any default under any of the Contracts or any agreement or instrument to which Seller is a party or by which the Properties are bound, or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Seller or to the Properties, except for (i) requirements (if any) that there be obtained consents to assignment or waivers of preferential rights to purchase from Third Parties (provided that all such consents and waivers shall have been obtained in writing by Seller to the satisfaction of Buyer prior to Closing), (ii) approvals required to be obtained from Governmental Entities which are customarily obtained post-closing (“Routine Governmental Approvals”), and (iii) the requirements of any maintenance of uniform interest provisions contained in any operating or other agreements.
Non-Contravention and Approvals. Neither the execution and delivery of this Agreement, nor the consummation of the transactions contemplated hereby, nor the compliance with the terms hereof, will conflict with or result in a violation under any provision of Buyer’s governing documents or result in any default under any agreement or instrument to which Buyer is a party, or violate any order, writ, injunction, decree, statute, rule or regulation applicable to Buyer.
Non-Contravention and Approvals. (a) The execution, delivery and performance by each of Swiss Seller and US Seller of this Agreement, and the execution, delivery and performance by Swiss Seller, US Seller and each their its applicable Affiliates of each Ancillary Agreement to which it will be a party, do not (a) violate the organizational documents of Swiss Seller, US Seller or any such Affiliate, as applicable, (b) subject to obtaining, making and giving the Consents, filings and notices, as applicable, referred to in Section 3.1.3(b), violate any Law applicable to Swiss Seller, US Seller or any such Affiliate, the Product Business or the Purchased Assets, or (c) subject to obtaining, making and giving the Consents, filings and notices, as applicable, referred to Section 3.1.3(a) of the Disclosure Schedules or in Section 3.1.3(b), (i) violate, breach or constitute a default under, or result in the termination of, or give rise to a right of termination, cancellation or acceleration of any right or obligation under any Purchased Contract, (ii) violate any Order in the Territory to which Swiss Seller, US Seller or any such Affiliate is subject to the extent relating to the Product Business or (iii) result in the imposition or creation of any Encumbrance other than a Permitted Encumbrance on any Purchased Asset or any of the assets of the Purchased Subsidiary, except, in the case of (b) and (c), for such violations, breaches, defaults, accelerations, cancellations, terminations or Encumbrances that would not, individually or in the aggregate, be reasonably expected to be material to the Product Business or the Purchased Assets and Assumed Liabilities, taken as a whole.
(b) Except for (i) if required, compliance with and filings or notifications required under any applicable Antitrust Law and the expiration or termination of the waiting periods thereunder, (ii) Authorizations that if not received, or declarations, filings or registrations that if not made, would not, individually or in the aggregate, reasonably be expected to be material to the Product Business or the Purchased Assets and Assumed Liabilities, taken as a whole, (iii) Authorizations, declarations, filings or registrations that have become applicable solely as a result of the specific regulatory status of Buyer or its Affiliates and (iv) items disclosed in Section 3.1.3(b) of the Disclosure Schedules, no notice to, filing with or Authorization of any Governmental Authority in the Territory is required for Seller to consummate th...
Non-Contravention and Approvals. (a) The execution, delivery and performance by Buyer of this Agreement, and the execution, delivery and performance by Xxxxx and each of its Affiliates of each Ancillary Agreement to which it is a party, do not (a) violate the organizational documents of Buyer or such Affiliate of Buyer, as applicable, (b) subject to obtaining, making and giving the Consents and notices, as applicable referred to in Section 3.2.3(b), violate any Law applicable to Buyer or such Affiliate of Buyer, or (c) subject to obtaining the Authorizations, making the filings and giving the notices referred to in Section 3.2.3(b), (i) violate, breach or constitute a default under or result in the termination of, or give rise to a right of termination, cancellation or acceleration of any right or obligation under, any Contract to which Buyer or such Affiliate of Buyer is a party or (ii) violate any Order to which Buyer or such Affiliate of Buyer is subject, except, with respect to clauses (b) and (c), for violations, breaches, defaults, accelerations, cancellations or terminations that would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect or prevent, materially impede or materially delay the consummation of the Transactions.
(b) Except for (i) if required, compliance with and filings or notifications required under any applicable Antitrust Law and the expiration or termination of the waiting periods thereunder or (ii) Authorizations that if not received, or declarations, filings or registrations that if not made, would not reasonably be expected to have, individually or in the aggregate, a Buyer Material Adverse Effect or prevent, materially impede or materially delay the consummation of the Transactions, no notice to, filing with or Authorization of any Governmental Authority in the Territory is required for Buyer to consummate the Transactions.
Non-Contravention and Approvals. (a) The execution, delivery and performance by Seller of this Agreement does not, the execution and delivery by Seller of each Transaction Document to which it will be a party will not, and the consummation by Seller of the transactions contemplated hereby and thereby, will not, (i) conflict with or violate the Constitutive Documents of Seller or (ii) conflict with or violate any judgment, writ, injunction, order or decree (a “Judgment”) or any foreign, federal, provincial, state or local statute, law (whether statutory or otherwise), ordinance, rule, regulation or other similar legal requirement (a “Law”) applicable to any of Seller, the Business, any of the Business Assets or any of Seller’s other properties or assets.
Non-Contravention and Approvals. (a) The execution and delivery by Purchaser of this Agreement does not, the execution and delivery by Purchaser of each Ancillary Agreement to which it will be a party will not, and the consummation by Purchaser of the transactions contemplated to be consummated by it pursuant to this Agreement and such Ancillary Agreements will not (including with notice or passage of time, or both), (i) conflict with or violate its certificate of formation or limited liability company operating agreement, (ii) result in any breach of, or constitute a default or permit the acceleration of any obligation of Purchaser under, any Contract to which it is a party or by which its properties or assets are bound, (iii) conflict with or violate any Judgment or Law applicable to Purchaser or its properties or assets.
(b) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained or made by or with respect to Purchaser in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements or the consummation of the Acquisition, other than (A) those that may be required solely by reason of Seller’s (as opposed to any other seller’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements and (B) those set forth on Schedule 4.03. Purchaser has determined in good faith that the Acquisition is not reportable under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, because the Acquisition is not above the size-of-transaction reporting threshold.
