Common use of Non-Contravention and Approvals Clause in Contracts

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 Seller Purchaser of this Agreement and each Ancillary Agreement does not, and neither the execution and delivery by Purchaser and each of the Purchaser Affiliates of each Ancillary Agreement to which it will be a party nor the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notand by each Purchaser Affiliate of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents of SellerPurchaser or any Purchaser Affiliate, (ii) assuming compliance with Section 3.03(b)result in any breach of, conflict with or constitute a default under, require notice pursuant to, or give rise to any right of consent, termination or cancellation of, any Contract to which Purchaser or any Purchaser Affiliate is a party or by which any of their respective properties or assets is bound, (iii) violate any judgment, injunction, order Judgment or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) Law to which Seller Purchaser or any of the Transferred Assets is subject Purchaser Affiliate or their respective properties or assets are subject, or (iiiiv) 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 Assetsproperties or assets of Purchaser or any Purchaser Affiliate, except, in the case of clauses (ii) and (iii), for ) any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Transferred Assets (x) prevent or materially impede or materially delay the consummation by Seller Purchaser or any Purchaser Affiliate, as applicable, of the Acquisition and the other transactions contemplated by this Agreement or (y) have a material adverse effect on the ability of Purchaser or any Purchaser Affiliate to perform its or their obligations under this Agreement and the Ancillary Agreements (each of clauses (x) and (y), a “a Purchaser Material Adverse Effect”). (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller Purchaser or any Purchaser Affiliate in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (i) those that may be required solely by reason of PurchaserSeller’s or Seller’s affiliates’ (as opposed to any other third partyThird 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 notthose, individually or in the aggregate, constitute the failure of which to obtain or make would not, [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. individually or in the aggregate, reasonably be expected to have a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement and each Ancillary Agreement does not, and neither the execution and delivery by Seller of each Ancillary Agreement to which it will be a party nor the consummation by Seller of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notwill, (i) conflict with violate its or violate the Company’s organizational documents of Sellerdocuments, (ii) assuming compliance with subject to obtaining the Consents set forth in Section 3.03(a)of the Seller Disclosure Schedule, result in any breach of, or constitute a default under, require notice pursuant to, or give rise to any right of termination or cancellation of, any Company Contract, (iii) cause the suspension or revocation of any Governmental Authorization, (iv) subject to obtaining the Consents referred to in Section 3.03(b)) of the Seller Disclosure Schedule, conflict with or violate any (A) judgment, injunction, order or decree of a Governmental Entity (“Judgment”) or (B) federal, national, foreign, supranational, state, provincial, local, foreign provincial or local or administrative statute, law, ordinance, rule, code or regulation (“Law”), in either case ((A) or (B)), to which Seller or any of the Transferred Assets Company is subject subject, or (iiiv) result in the creation of any Lien mortgages, liens, security interests, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliates) upon any the Shares or the properties or assets 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”)Company. (b) Except as contemplated by this Agreement, no No consent, approval, waiver, notice approval or authorization (“Consent”) of, or registration, declaration or filing withwith (“Consent”), any federal, state, provincial, local or foreign court of competent jurisdiction, governmental agency, authority, instrumentality or regulatory body (a “Governmental Entity Entity”) is required to be obtained, given obtained or made by Seller in connection with the execution, delivery and performance by Seller of this Agreement or the Ancillary Agreements, Agreements to which it will be a party or the consummation of the Acquisition Acquisition, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 if determined by Purchaser to be required for consummation of the Acquisition, (ii) those that may be required solely by reason of Purchaser’s or its affiliates’ (as opposed to any other third partyThird Party’s) participation in the Acquisition [***] = Portions of this exhibit have been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment requested under 17 C.F.R. Sections 200.80(b)(4) and 230.406. and the other transactions contemplated by this Agreement and by the Ancillary Agreements Agreements, and (iiiii) those set forth in Section 3.03(b) of the failure of which to obtain, give or make would not, individually or in the aggregate, constitute a Material Adverse EffectSeller Disclosure Schedule.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by each Seller of this Agreement and each Ancillary Agreement does not, and neither (x) the execution, delivery and performance by each member of the Seller Group of each Ancillary Agreement to which it will be a party nor (y) the consummation by each Seller of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will not(including the Restructuring and the sale, assignment, sublease, conveyance, transfer or delivery of all of the Transferred Assets, notwithstanding the applicability of Section 1.04) will, (i) conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents documents, as applicable, of Sellersuch Seller or its affiliates, (ii) assuming compliance with except as set forth in Section 3.03(b)3.03(a) of the Disclosure Schedule, result in any material breach of, constitute a material default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or Consent under, any Business Contract or material Permit, (iii) conflict with or violate any judgment, injunction, order or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign provincial or local or administrative statute, law, ordinance, rule, code or regulation regulation, or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to which Seller or such Seller, any of the Transferred Assets is subject or the Transferred Subsidiaries, or (iiiiv) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliatesLiens) upon any of the Transferred Assets, the Transferred Shares or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (iiiii) and (iiiiv), for any such items that would not, individually or in the aggregate, not 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 No consent, approval, waiver, notice exemption, permit, license, approval or authorization (“Consent”) of, or registration, declaration or filing with, or notification to, any Governmental Entity is required to be obtained, given obtained or made by the Seller Group in connection with the execution, delivery and performance of this Agreement or and the Ancillary Agreements, Agreements to which they will be a party or the consummation of the Acquisition Restructuring or the Acquisition, other than compliance with and filings, notifications and approvals under (i) those that may be required solely by reason the antitrust, competition or trade regulation Laws (“Merger Control Laws”) set forth in Section 7.01(a) 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 Disclosure Schedule and (ii) those set forth in Section 3.03(b) of the failure Disclosure Schedule. (c) To the extent that the sale, assignment, sublease, transfer, conveyance or delivery or attempted sale, sublease, assignment, transfer, conveyance or delivery to Purchaser of which any Business Contract or material Permit or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable Law or would require any amendments, Permits or Consents, no Law, Permit or Contractual restriction applicable to obtainsuch Business Contract or material Permit would prevent or restrict the parties hereto from entering into commercially reasonable arrangements (including subleasing, give sublicensing or make subcontracting or enforcing any Business Contract or material Permit on behalf of the other party that is intended beneficiary thereof) to provide the parties the economic and operational equivalent of obtaining such amendment, Permit or Consent as contemplated pursuant to Section 1.04. (d) No Law or Contractual restriction applicable to any Mixed-Use Contract that is a Business Contract would notprevent or restrict the parties from entering into any commercial arrangement (including by means of subcontracting, individually sublicensing or subleasing or enforcing such Mixed Contract on behalf of the other party that is intended beneficiary thereof) to cause the rights, benefits and obligations of such Mixed Contract to be allocated among Sellers, Purchaser and their respective affiliates in the aggregate, constitute a Material Adverse Effectmanner contemplated by Section 5.13(b).

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Seller Purchaser and MicroPort of this Agreement and each Ancillary Agreement does not, and neither the execution, delivery and performance by Purchaser, MicroPort and each Purchaser Subsidiary of each Ancillary Agreement to which it will be a party nor the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will notand by each Purchaser Subsidiary of the transactions contemplated to be consummated by it by such Ancillary Agreements will, (i) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate the articles of association, certificate of incorporation, bylaws and other organizational documents documents, as applicable, of SellerPurchaser, of MicroPort or any Purchaser Subsidiary, (ii) assuming compliance with Section 3.03(b)result in a breach of or constitute a default under any Contract to which Purchaser, MicroPort or any Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound, (iii) subject to receipt of MicroPort Shareholder Approval at the MicroPort Shareholder Meeting, conflict with or violate any judgmentJudgment or Law applicable to Purchaser, 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 MicroPort or any of the Transferred Assets is subject Purchaser Subsidiary or their respective properties or assets or (iiiiv) 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 Assetsproperties or assets of Purchaser, MicroPort or any Purchaser Subsidiary, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on the Transferred Assets ability of Purchaser or materially impede or materially delay the consummation by Seller of MicroPort to consummate the Acquisition and the other transactions contemplated by this Agreement (a “a Purchaser Material Adverse Effect”). (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller or with respect to MicroPort, Purchaser or any affiliate of Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (icompliance with and filings, notifications and approvals under the Merger Control Laws listed in Section 7.01(a) 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 EffectDisclosure Schedule.

Non-Contravention and Approvals. (a) The Except as set forth in Section 4.03 of the Vertical/Trigen Disclosure Schedule, the execution and delivery by Seller each of the Vertical/Trigen Shareholders and Vertical/Trigen of this Agreement and each Ancillary Agreement does not, and neither the execution and delivery by each of the Vertical/Trigen Shareholders, Vertical/Trigen and the other Vertical/Trigen Companies of each Ancillary Agreement to which it is or will be a party nor the consummation by Seller each of the Acquisition Vertical/Trigen Shareholders and Vertical/Trigen of the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notand by each Vertical/Trigen Company of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents documents, as applicable, of Sellerany of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies, or the Vertical/Trigen Subsidiaries, (ii) assuming compliance with Section 3.03(bconflict with, or result in any breach of, or constitute a default under, require notice pursuant to, obligate any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen 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 Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Shareholders is entitled to under, any provision of any Contract to which any of the Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Subsidiaries is a party or by which any of its properties or assets are bound, (iii) conflict with or violate any judgment, injunction, order Judgment or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) Law applicable to which Seller or any of the Transferred Assets is subject Vertical/Trigen Shareholders, the Vertical/Trigen Companies or the Vertical/Trigen Subsidiaries, or (iiiiv) result in the creation of any Lien Liens (other than Vertical/Trigen Permitted Liens or Liens arising from any act of Purchaser the Osmotica Shareholders or its the Osmotica Companies or their respective affiliates) upon any the Vertical/Trigen Blocker Shares or the properties or assets of the Transferred AssetsVertical/Trigen Companies, except, in the case of clauses (ii) and (iii), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a adversely affect the Vertical/Trigen Companies in any 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”)respect. (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 Seller Purchaser of this Agreement and each Ancillary Agreement does not, and none of the execution and delivery by Purchaser and each of the Purchaser Affiliates of each Ancillary Agreement to which it will be a party, the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement Agreement, and such the consummation by Purchaser and each of the Purchaser Affiliates of the transactions contemplated to be consummated by them under the Ancillary Agreements will notwill, (i) conflict with or violate the organizational documents of SellerPurchaser or any Purchaser Affiliate, (ii) assuming compliance with Section 3.03(b)require the consent, notice or other action by any Person under, conflict with with, or violate result in a breach of or constitute a default or give rise to 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”) termination right under any Contract to which Seller Purchaser or any Purchaser Affiliate is a party or by which any of the Transferred Assets their respective properties or assets is subject bound or (iii) result subject to obtaining the Consents described in the creation of Section 5.03(b), violate any Lien (other than Permitted Liens Judgment or Liens arising from any act of Law applicable to Purchaser or its affiliates) upon any of the Transferred AssetsPurchaser Affiliate or their respective properties or assets, except, in the case of clauses (ii) and (iii), for any such items that would notnot reasonably be expected, 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 ability of Purchaser to consummate the Acquisition and the other transactions contemplated by this Agreement prior to the End Date (a “a Purchaser Material Adverse Effect”). (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller Purchaser or any Purchaser Affiliate in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (i) those that may be required solely by reason of PurchaserSeller’s or any of its Affiliates’ (as opposed to any other third partyPerson’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 obtain or make would not, individually or in the aggregate, constitute not reasonably be expected to have a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution and delivery by Seller Parent and the Purchasers of this Agreement and each Ancillary Agreement does not, and neither the execution and delivery by Parent and the Purchasers of each Ancillary Agreement to which it will be a party nor the consummation by Seller Parent or the Purchasers of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notwill, (i) conflict with or violate the its organizational documents of Sellerdocuments, (ii) assuming compliance with Section 3.03(bconflict with, or result in any breach of, or constitute a default under, require notice pursuant to, 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 Parent or the Purchasers is entitled to under, any provision of any Contract, franchise, permit or other authorization, right, restriction or obligation to which Parent or the Purchasers is a party or by which any of its properties are bound, (iii) conflict with or violate any judgment, injunction, order Judgment or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) Law applicable to which Seller Parent or any of the Transferred Assets is subject Purchaser, or (iiiiv) 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 Assetsproperties or assets of Parent or any Purchaser, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a (x) be material adverse effect on to the Transferred Assets Parent or the Purchasers, (y) prevent or materially impede or materially delay the consummation by Seller Parent or the Purchasers of the Acquisition and the other transactions contemplated by this Agreement or (“z) have a Material Adverse Effect”)material adverse effect on the ability of Parent or the Purchasers to perform its obligations under this Agreement and the Ancillary Agreements. (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or making by Parent or the Purchasers of any registration, declaration declaration, notification or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller Parent or the Purchasers in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act, (ii) those that may be required solely by reason of Purchaserthe 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 Agreements, (iii) those set forth in Section 4.03(b) of the Purchaser Disclosure Schedule and (iiiv) those the failure of which to obtain, give obtain or make would notmake, individually or in the aggregate, constitute would not reasonably be expected to (x) be material to the Parent or the Purchasers, (y) prevent or materially impede or delay the consummation by Parent or the Purchasers of the Acquisition and the other transactions contemplated by this Agreement or (z) have a Material Adverse Effectmaterial adverse effect on the ability of Parent or the Purchasers to perform its respective obligations under this Agreement and the Ancillary Agreements.

Non-Contravention and Approvals. (a) The execution and delivery by each of the Seller and PEL of this Agreement and each Ancillary Agreement does not, and neither the execution and delivery by each of the Seller and PEL of each Ancillary Agreement to which it will be a party nor the consummation by Seller each of the Acquisition Seller and PEL of the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notwill, to the extent applicable, (i) conflict with or violate the its organizational documents of Sellerdocuments, (ii) assuming compliance with Section 3.03(bconflict with, or result in any breach of, or constitute a default under, require notice pursuant to, 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 Operating Company is entitled to under, any provision of any Contract, franchise, permit or other authorization, right, restriction or obligation to which any Operating Company is a party or by which any Operating Company or any of its respective properties are bound, (iii) conflict with or violate any judgment, order, ruling, injunction, order award, determination, writ or decree (“Judgment”) or federal, national, foreign, supranational, state, provincial, local, foreign provincial or local or administrative or judicial statute, law, administrative policies or guidance, judgment, injunction, determination, order, common law, ordinance, rule, code or regulation (“Law”) applicable to which Seller the Seller, PEL or any of the Transferred Assets is subject Operating Company, or (iiiiv) result in the creation of any Lien mortgage, lien, pledge, option, charge, hypothecation, preference, priority, security interest, security agreement, easement, restriction, proxy, voting agreement, restriction on transfer (other than any applicable transfer restrictions arising under generally applicable securities Laws) or other encumbrances or restrictions of any kind or nature whatsoever (collectively, “Liens”) (other than Permitted Liens or Liens arising from any act of any Purchaser or its affiliates) upon the Equity Interests or the properties or assets of any of the Transferred AssetsOperating Company, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have (x) be material to the Operating Companies taken as a material adverse effect on the Transferred Assets whole or (y) prevent or materially impede or materially delay the consummation by the Seller of the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”)Agreement. (b) Except as contemplated by this AgreementNo consent, no consentwaiver, approval, waiverpermit, notice license, qualification, Judgment, act or authorization (“Consent”) of, or making by PEL, the Seller or any Operating Company of any registration, declaration declaration, notification, or filing with, any government or political subdivision, whether federal, state, provincial, municipal, local or foreign or any governmental agency, commission, department, board, bureau, authority, instrumentality or regulatory body of any such government or political subdivision, or any federal, state, local or foreign court, arbitrator, or tribunal (a “Governmental Entity Entity”) is required to be obtained, given obtained or made by PEL, the Seller or any Operating Company in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition transactions contemplated hereby and thereby, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) those that may be required solely by reason of Purchaser’s Purchasers’ (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 Agreements, (iii) those set forth in Section ‎3.03(b) of the Seller Disclosure Schedule and (iiiv) those the failure of which to obtain, give obtain or make would notmake, individually or in the aggregate, constitute would not reasonably be expected to (x) be material to the Operating Companies taken as a Material Adverse Effectwhole or (y) prevent or materially impede or delay the consummation by PEL or the Seller of the Acquisition and the other transactions contemplated by this Agreement.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Seller Purchaser of this Agreement do not, and neither the execution, delivery and performance by Purchaser and each of the Purchaser Subsidiaries of each Ancillary Agreement does not, and to which it will be a party nor the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notand by each Purchaser Subsidiary of the transactions contemplated to be consummated by it pursuant to such Ancillary Agreements will, (i) conflict with or violate the organizational documents of SellerPurchaser or any Purchaser Subsidiary, (ii) assuming compliance with Section 3.03(bconflict with, or result in any breach of, or constitute a default under, require notice or Consent pursuant to, or give rise to any increase in payment or performance obligations under, 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 Purchaser or any Purchaser Subsidiary is entitled to under, any provision of any Contract to which Purchaser or any Purchaser Subsidiary is a party or by which any of their respective properties or assets is bound, (iii) conflict with or violate any judgment, injunction, order Judgment or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code or regulation (“Law”) Law applicable to which Seller Purchaser or any of the Transferred Assets is subject Purchaser Subsidiary or their respective properties or assets, or (iiiiv) 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 Assetsproperties or assets of Purchaser or any Purchaser Subsidiary, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on the Transferred Assets (x) prevent or materially impede or materially delay the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated by this Agreement or (y) have a material adverse effect on the ability of Purchaser to perform its obligations under this Agreement and the Ancillary Agreements (each of clauses (x) and (y), a “a Purchaser Material Adverse Effect”). (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller Purchaser or any Purchaser Subsidiary in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (i) compliance with and filings under the HSR Act, (ii) compliance with and filings, notifications and approvals under any Foreign Merger Control Law, (iii) those that may be required solely by reason of Purchaser’s the Seller Parties’ (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 (iiiv) those those, individually or in the aggregate, the failure of which to obtain, give obtain or make would not, individually or in the aggregate, constitute reasonably be expected to have a Purchaser Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Seller of this Agreement and each Ancillary Agreement does not, and neither the execution, delivery and performance by each of Seller and Seller’s applicable affiliates of each Ancillary Agreement to which it will be a party nor the consummation by each of Seller and each such affiliate of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will notwill, (i) conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents documents, as applicable, of Sellerthe Transferred Subsidiaries, (ii) assuming compliance except as set forth in Section 3.03(a) of the Disclosure Schedule, result in any breach of, constitute a default under (with Section 3.03(bor without due notice or lapse of time or both), or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any Business Contract, (iii) conflict with or violate any judgment, order, injunction, order ruling, edict, settlement agreement or decree decree, whether temporary, preliminary or permanent, enacted, issued, promulgated, enforced or entered by any Governmental Entity (“Judgment”) or federal, national, supranational, state, provincial, local, foreign provincial or local or administrative statute, law, policy or principle of common law, ordinance, rule, order, code or regulation regulation, treaty or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to which Seller or any of the Transferred Assets is subject Subsidiaries, or (iiiiv) 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 AssetsQuotas or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (ii) and through (iiiiv), for any such items that would not, individually and would not reasonably be expected to have, a material adverse effect on the Business. (b) The execution, delivery and performance by each of Seller Guarantor and Seller of this Agreement does not, and neither the execution, delivery and performance by each of Seller Guarantor’s applicable affiliates of each Ancillary Agreement to which it will be a party nor the consummation by each of Seller Guarantor, Seller and each such affiliate of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements will, (i) conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, of Seller Guarantor, Seller or Seller Guarantor’s other affiliates, (ii) result in any breach of, constitute a default under (with or without due notice or lapse of time or both), or create in any party the right to accelerate, terminate, modify, or cancel, or require any notice or consent under, any material Contract to which Seller Guarantor or Seller is a party or by which any of Seller Guarantor or Seller or any of their respective material assets (including the Transferred Quotas) are bound, (iii) conflict with or violate any Judgment or Law applicable to Seller Guarantor or Seller, or (iv) result in the aggregatecreation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Quotas, except, in the case of clauses (ii) through (iv), any such items that would not reasonably be expected to have a material adverse effect on the Transferred Assets ability of Seller Guarantor or materially impede or materially delay the consummation by Seller of to consummate the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”)Agreement. (bc) Except as contemplated by this Agreement, no No consent, approval, waiver, notice waiver or authorization (“Consent”) of, license from, or registration, declaration or filing with, any federal, national, supranational, state, provincial, local or foreign court of competent jurisdiction, governmental or quasi-governmental agency, authority, instrumentality or regulatory body, public international organization, or other entity owned or controlled by any government or any of the aforementioned entities (a “Governmental Entity Entity”) that is material to the Business is required to be obtained, given obtained or made by the Seller Group (including the Transferred Subsidiaries) in connection with the execution, delivery and performance of this Agreement or any Ancillary Agreement to which any member of the Ancillary Agreements, Seller Group is or will be a party 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 or 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 Effecthereby.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by each of the Seller Parties of this Agreement do not, and neither the execution, delivery and performance by each of the Seller Parties of each Ancillary Agreement does not, and to which it will be a party nor the consummation by such Seller Party of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will notwill, (i) conflict with or violate the its organizational documents of Sellerdocuments, (ii) assuming compliance with except as set forth in Section 3.03(b3.03(a) of the Seller Disclosure Schedule, conflict with, or result in any breach of, or constitute a default under, require notice or Consent pursuant to, or give rise to any increase in payment or performance obligations under, 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 the Transferred Subsidiary or KI is entitled to under, any provision of any Business Contract or Permit, (iii) conflict with or violate any judgment, injunction, order or decree (“Judgment”) or federal, national, foreign, supranational, state, provincial, local, foreign provincial or local or administrative statute, law, ordinance, rule, code or regulation (“Law”) applicable to which such Seller or any of Party, the Transferred Assets is subject Subsidiary or KI, or (iiiiv) result in the creation of any Lien mortgages, liens, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliates) upon any the Transferred Share or the properties or assets of the Transferred AssetsSubsidiary or KI, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a be material adverse effect on to the business of 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”)Subsidiary. (b) Except as contemplated by this Agreement, no No consent, approval, waiver, notice 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 “Governmental Entity Entity”) is required to be obtained, given obtained or made by any of the Seller Parties in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (i) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), (ii) compliance with and filings, notifications and approvals under any applicable foreign antitrust, competition, or trade regulation Law (“Foreign Merger Control Laws”), (iii) 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 Agreements, (iv) those set forth in Section 3.03(b) of the Seller Disclosure Schedule and (iiv) those the failure of which to obtain, give obtain or make would notmake, individually or in the aggregate, constitute a Material Adverse Effectwould not reasonably be expected to have be material to the business of the Transferred Subsidiary.

Non-Contravention and Approvals. (a) a. The execution execution, delivery and delivery performance by Seller the Company of this Agreement and each Ancillary Agreement does do not, and the consummation by Seller the Company of the Acquisition and the other transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements will not, (i) conflict with or violate assuming the organizational documents of SellerCompany Shareholder Approval is obtained, (ii) assuming compliance with Section 3.03(b)contravene, conflict with or violate its Organizational Documents, (ii) subject to obtaining or delivering (as applicable) the Consents set forth in Section 3.03(a) of the Company Disclosure Schedule, with or without notice, lapse of time or both, result in any acceleration, violation or breach of, or constitute a default under, require notice pursuant to, or give rise to any right of termination or cancellation of or payment under, or loss of any material benefit under, any Company Material Contract, (iii) subject to obtaining the Consents referred to in Section 3.03(c), violate any (A) judgment, order, writ, injunction, order decree or decree ruling of a Governmental Entity (“Judgment”), or (B) U.S. or foreign federal, national, supranational, state, provincial, local, foreign municipal or local or administrative statute, law (including common law), ordinance, rule, code code, treaty or regulation or other pronouncement of any Governmental Entity having the effect of law (“Law”), in either case ((A) or (B)), to which Seller the Company or any of the Transferred Assets a Company Subsidiary is subject subject, or (iiiiv) result in the creation of any Lien mortgages, liens, security interests, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted Liens or Liens arising from any act of Purchaser Parent or its affiliatesAffiliates) upon any the shares of Company Stock or the properties, rights or assets of the Transferred AssetsCompany or the Company Subsidiaries, except, in the case of clauses (ii), (iii) and (iiiiv), for any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Company Material Adverse Effect. b. The only votes and approvals required under the Transferred Assets or materially impede or materially delay WBCA and under the consummation by Seller Organizational Documents of the Acquisition Company to authorize the execution and delivery of this Agreement and to consummate the Merger and the other transactions contemplated by this Agreement are: (x) the Company Board Recommendation, (y) the approval of this Agreement by the affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding shares of Company Stock, including shares of Company Stock represented by the Company CDIs (which shall be voted by the Depositary in accordance with the voting instructions of holders of the Company CDIs), entitled to vote at the Company Shareholders Meeting (the “Company Shareholder Approval”), and (z) to the extent ASX has not waived its requirement to obtain shareholder approval in relation to the treatment of the Company Stock Options and Company RSU Awards as set out in Section 2.05, the affirmative vote (in person or by proxy) of the holders of a Material Adverse Effectmajority of the issued and outstanding shares of Company Stock (which shall be voted by the Depositary in accordance with the voting instructions of holders of Company CDIs) entitled to vote at the Company Shareholders Meeting, disregarding the votes of any holders of such Company Stock Options and Company RSU Awards, in relation to the treatment of the Company Stock Options and Company RSU Awards as set forth in Section 2.05 (the “Adjustment Approval”). (b) Except as contemplated by this Agreement, no c. No consent, approval, waiver, notice to or authorization (“Consent”) of, or registration, declaration or filing withwith (each, a “Consent”), any federal, state, provincial, national, supranational local, municipal or foreign court of competent jurisdiction, tribunal, governmental or regulatory agency, authority, instrumentality or other governmental, quasi-governmental or regulatory body (foreign or domestic) (a “Governmental Entity Entity”) is required to be obtained, given obtained or made under applicable Law by Seller in connection with the Company or any Company Subsidiary for the execution, delivery and performance by the Company of this Agreement or the Ancillary Agreements, or the consummation of the Acquisition Merger or other transactions contemplated by this Agreement, other than (i) those that Consents set forth in Section 3.03(c) of the Company Disclosure Schedule, (ii) the filing of the Articles of Merger with the Secretary of State of the State of Washington pursuant to the WBCA, (iii) the filing of the Company Proxy Statement in definitive form with the SEC in accordance with the Exchange Act, and such reports under the Exchange Act as may be required solely by reason in connection with this Agreement, (iv) the filing of Purchaser’s (as opposed the Company Proxy Statement with the ASX and other filings required under, and compliance with other applicable requirements of the ASX Listing Rules and ASX Settlement Operating Rules to any other third party’s) participation facilitate the Merger in compliance with the Acquisition ASX Listing Rules and the other transactions contemplated by this Agreement and by the Ancillary Agreements ASX Settlement Operating Rules, (v) such Consents as may be required under applicable state securities or “blue sky” Laws, and (iivi) those any Consent the failure of which to obtain, give obtain or make would notmake, individually or in the aggregate, constitute would not reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution, delivery and performance by P&G of this Agreement does not, the execution and delivery by Seller each of this Agreement P&G and the Selling Affiliates of each Ancillary Agreement does Transaction Document to which it will be a party will not, and the consummation by Seller P&G and the Selling Affiliates of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby, will not, (i) conflict with or violate the organizational documents Constitutive Documents of SellerP&G, any Selling Affiliate or any Transferred Subsidiary, (ii) assuming compliance with Section 3.03(b)result in any breach of, constitute a default under or require any consent, notice or other action by any Person or give rise to any right of termination, cancellation or acceleration of any right or obligation, under any Pharmaceuticals Business Contract to which any of P&G, any Selling Affiliate or any Transferred Subsidiary is a party, (iii) conflict with or violate any judgment, injunction, order or decree (a “Judgment”) or any foreign, federal, national, supranational, state, provincial, local, foreign state or administrative local statute, lawlaw (whether statutory or otherwise), ordinance, rule, code rule or regulation or other similar legal requirement (a “Law”) applicable to which Seller any of P&G, any Selling Affiliate, any Transferred Subsidiary or any of the Transferred Assets is subject Pharmaceuticals Business Assets, or (iiiiv) result in the creation of any Lien (other than Permitted Liens or and other than Liens arising from any act of granted by Purchaser or its affiliatesAffiliates or created under a Contract to which Purchaser or its Affiliates is a party or is otherwise bound) upon any of the Pharmaceuticals Business Assets or the capital stock of any Transferred Assets, exceptSubsidiary, in the case of each of clauses (ii), (iii) and (iii), for iv) other than any such items that would notthat, individually or in the aggregate, would not reasonably be expected to have a be material adverse effect on to the Transferred Assets Pharmaceuticals Business and would not reasonably be expected to materially impair or materially impede or materially delay the consummation by Seller ability of P&G to consummate the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”)or to perform its obligations under the Agreement. (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 No Authorization is required to be obtained, given obtained or made by Seller or with respect to P&G or any of its Selling Affiliates in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Transaction Documents or the consummation of the Acquisition transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act, and any other applicable Antitrust Laws; (ii) compliance with, and such filings and notifications as may be required under applicable Environmental Laws; (iii) any consent, authorization or approval as may be required with respect to the Pharmaceuticals Business Health Registrations set forth on Schedule 1.01(d)(ix); (iv) 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 hereby; and (iiv) those any such other Authorizations, the failure of which to obtain, give be obtained or make would notmade, individually or in the aggregate, constitute a Material Adverse Effectwould not reasonably be expected to be material to the Pharmaceuticals Business and would not reasonably be expected to materially impair or delay the ability of P&G to consummate the transactions contemplated by this Agreement or to perform its obligations under the Agreement.

Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement Agreement, and the execution and delivery by Seller and each of its applicable Affiliates (including the Transferred Entity) of each Ancillary Agreement does notto which it is or will be a party, and the consummation by Seller of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement Agreement, and such the consummation by Seller and each of its applicable Affiliates (including the Transferred Entity) of the transactions contemplated to be consummated by them, as applicable, under the Ancillary Agreements will Agreements, does not, in each case (i) conflict with with, violate or violate result in the breach of the organizational documents of SellerSeller or such Affiliate, (ii) assuming compliance with subject to obtaining the Consents described in Section 3.03(b4.03(a) of the Disclosure Schedule, conflict with, violate, result in any breach of, or constitute a default under, require notice pursuant to, or give rise to any right of termination, acceleration or cancellation of any Transferred Contract or any Contract to which the Transferred Entity is a party, (iii) subject to obtaining the Consents described in Section 4.03(b), conflict with or violate any judgmentJudgment or Law applicable to Seller or such Affiliate, 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 (iiiiv) result in the creation or imposition of any Lien (other than Lien, except for any Permitted Liens Liens, on any Transferred Asset or Liens arising from any act of Purchaser or its affiliates) upon any of the assets of the Transferred AssetsEntity, except, except for (A) in the case of clauses (ii) and (iii), for any such items that would not, individually or in the aggregate, not reasonably be expected to have a material adverse effect on Material Adverse Effect and (B) the Transferred Assets or materially impede or materially delay the consummation by Seller novation of the Acquisition and the other transactions contemplated by this Agreement (“a Material Adverse Effect”)Prime Government Contracts in accordance with FAR Subpart 42.12. (b) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, or registration, declaration or filing with, any Governmental Entity is required to be obtained, given obtained or made by Seller or any of its Affiliates (including the Transferred Entity) in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (i) those that may be required solely by reason of Purchaser’s or any of its Affiliates’ (as opposed to any other third partyPerson’s) participation in the Acquisition and the other transactions contemplated by this Agreement and by the Ancillary Agreements Agreements, (ii) those contemplated by Section 6.14, (iii) those set forth in Section 4.03(b) of the Disclosure Schedule, (iv) novation of the Prime Government Contracts in accordance with FAR Subpart 42.12, and (iiv) those the failure of which to obtain, give obtain or make would not, individually or in the aggregate, constitute not reasonably be expected to have a Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution execution, delivery and delivery performance by Seller of of, and Seller’s and its Affiliates’ (including the Company Group’s) compliance with, this Agreement and each the Ancillary Agreement does Documents to which Seller or any of its Affiliates (including the Company Group) will be a party do not and will not, and the consummation by Seller and its applicable Affiliates (including the Company Group) of the Acquisition and the other transactions contemplated to be consummated by it by them pursuant to this Agreement and such Ancillary Agreements Documents will not, (i) violate or conflict with Seller’s or violate the organizational documents of Sellerits applicable Affiliates’ Organizational Documents, (ii) assuming compliance subject to obtaining the Consents set forth on Section 3.06(a) of the Seller Disclosure Schedule, with or without notice, lapse of time or both, result in any acceleration of any obligations, violation or breach of, or constitute a Default under, or give rise to any right of amendment, acceleration, termination or cancellation of or material payment under, or loss of any benefit under, any Material Contract, Company Privacy Policy or Contract relating to Business Data or (iii) subject to obtaining the Consents referred to in Section 3.03(b3.06(b), conflict with or violate any judgment(A) Judgment or (B) Law (without giving effect to the proviso in the definition thereof), injunction, order or decree in either case (“Judgment”clause (A) or federal(B)), 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 Company Group is subject or (iiiiv) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliatesAffiliates) upon any the Interests or the properties, rights or assets (including Business Data) of the Transferred AssetsCompany Group, except, except in the case of the foregoing clauses (ii), (iii) and (iiiiv), for any such items that would notDefault, violation or creation of any Lien that, individually or in the aggregate, reasonably be expected to would not 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”) No Consent of, to or registration, declaration or filing with, with any Governmental Entity Authority (without giving effect to the proviso in the definition thereof) is required to be obtained, given obtained or made under Law (without giving effect to the proviso in the definition thereof) by Seller in connection with or any of its Affiliates (including the Company Group) for the execution, delivery and performance by Seller and its applicable Affiliates (including the Company Group) of this Agreement or and the Ancillary Agreements, Documents 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 Documents, other than, (i) those set forth on Section 3.06(b)(i) of the Seller Disclosure Schedule and Section 1.01(d) of the Seller Disclosure Schedule (other than the “Courtesy Notices” thereon), (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and other applicable Antitrust Laws set forth on Section 3.06(b)(ii) of the Seller Disclosure Schedule (the “Foreign Filing”), (iii) applicable requirements under applicable securities Laws, including the Exchange Act and the rules and regulations promulgated thereunder, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act containing the information specified in Schedule 14C under the Exchange Act related to this Agreement and the Seller Stockholder Consent (the “Information Statement”) and (iv) those Consents the failure of which to obtain, give or make would not, individually or in the aggregate, constitute would not have a Material Adverse Effect.

Non-Contravention and Approvals. (a1) The execution execution, delivery and delivery performance by Seller of of, and Seller’s and its Affiliates’ (including the Company Group’s) compliance with, this Agreement and each the Ancillary Agreement does Documents to which Seller or any of its Affiliates (including the Company Group) will be a party do not and will not, and the consummation by Seller and its applicable Affiliates (including the Company Group) of the Acquisition and the other transactions contemplated to be consummated by it by them pursuant to this Agreement and such Ancillary Agreements Documents will not, (i) violate or conflict with Seller’s or violate the organizational documents of Sellerits applicable Affiliates’ Organizational Documents, (ii) assuming compliance subject to obtaining the Consents set forth on Section 3.06(a) of the Seller Disclosure Schedule, with or without notice, lapse of time or both, result in any acceleration of any obligations, violation or breach of, or constitute a Default under, or give rise to any right of amendment, acceleration, termination or cancellation of or material payment under, or loss of any benefit under, any Material Contract, Company Privacy Policy or Contract relating to Business Data or (iii) subject to obtaining the Consents referred to in Section 3.03(b3.06(b), conflict with or violate any judgment(A) Judgment or (B) Law (without giving effect to the proviso in the definition thereof), injunction, order or decree in either case (“Judgment”clause (A) or federal(B)), 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 Company Group is subject or (iiiiv) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act of Purchaser or its affiliatesAffiliates) upon any the Interests or the properties, rights or assets (including Business Data) of the Transferred AssetsCompany Group, except, except in the case of the foregoing clauses (ii), (iii) and (iiiiv), for any such items that would notDefault, violation or creation of any Lien that, individually or in the aggregate, reasonably be expected to would not 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”). (b2) Except as contemplated by this Agreement, no consent, approval, waiver, notice or authorization (“Consent”) No Consent of, to or registration, declaration or filing with, with any Governmental Entity Authority (without giving effect to the proviso in the definition thereof) is required to be obtained, given obtained or made under Law (without giving effect to the proviso in the definition thereof) by Seller in connection with or any of its Affiliates (including the Company Group) for the execution, delivery and performance by Seller and its applicable Affiliates (including the Company Group) of this Agreement or and the Ancillary Agreements, Documents 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 Documents, other than, (i) those set forth on Section 3.06(b)(i) of the Seller Disclosure Schedule and Section 1.01(d) of the Seller Disclosure Schedule (other than the “Courtesy Notices” thereon), (ii) compliance with and filings under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976 (the “HSR Act”) and other applicable Antitrust Laws set forth on Section 3.06(b)(ii) of the Seller Disclosure Schedule (the “Foreign Filing”), (iii) applicable requirements under applicable securities Laws, including the Exchange Act and the rules and regulations promulgated thereunder, including the filing with the SEC of an information statement of the type contemplated by Rule 14c-2 promulgated under the Exchange Act containing the information specified in Schedule 14C under the Exchange Act related to this Agreement and the Seller Stockholder Consent (the “Information Statement”) and (iv) those Consents the failure of which to obtain, give or make would not, individually or in the aggregate, constitute would not have a Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution and delivery by Seller of this Agreement does not, the execution and delivery by Seller of each Ancillary Agreement does to which it will be a party will 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 notnot (including with notice or passage of time, or both), (i) conflict with or violate the organizational documents its certificate of Sellerincorporation or by-laws, (ii) assuming compliance with Section 3.03(bexcept as set forth in Schedule 3.03(a), result in any breach of, or constitute a default or permit the acceleration of any obligation of Seller under, any Business Contract, (iii) conflict with or violate any judgment, injunctionarbitral award, order or decree (“Judgment”) or federal, national, supranational, state, provincial, local, foreign or administrative statute, law, ordinance, rule, code rule or regulation (“Law”) applicable to which Seller or any of the Transferred Assets is subject Assets, or (iiiiv) result in the creation of any Lien (other than Permitted Liens or Liens arising from any act acts 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 No consent, approval, waiver, notice 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 “Governmental Entity Entity”) is required to be obtained, given obtained or made by or with respect to Seller in connection with the execution, delivery and performance of this Agreement or any of the Ancillary Agreements, Agreements or the consummation of the Acquisition Acquisition, other than (iA) 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 (iiB) those the failure of which to obtain, give or make would not, individually or in the aggregate, constitute a Material Adverse Effectset forth on Schedule 3.03(b).

Non-Contravention and Approvals. (a) The execution, delivery and performance by Purchaser of this Agreement does not, the execution and delivery by Seller Purchaser of this Agreement and each Ancillary Agreement does Transaction Document to which it is or will be a party will not, and the consummation by Seller Purchaser of the Acquisition and the other transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements thereby will not, not (i) conflict with or violate the organizational documents Constitutive Documents of SellerPurchaser, (ii) assuming compliance with Section 3.03(b)result in any breach of, constitute a default under or require any consent, notice or other action by any Person or give rise to any right of termination, cancellation or acceleration of any right or obligation, under any material Contract to which Purchaser is a party, (iii) conflict with or violate any judgmentJudgment or Law applicable to Purchaser or its properties or assets, 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 (iiiiv) 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, exceptproperties or assets of Purchaser, in the case of each of clauses (ii), (iii) and (iiiiv), for other than any such items that would notthat, individually or in the aggregate, reasonably be expected to would not have a material adverse effect on the Transferred Assets or materially impede or materially delay the consummation by Seller ability of Purchaser to consummate the Acquisition and the other transactions contemplated by this Agreement (a “a Material Adverse EffectPurchaser MAE”). (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 No Authorization is required to be obtained, given obtained or made by Seller or with respect to Purchaser in connection with the execution, delivery and performance of this Agreement or the Ancillary Agreements, Transaction Documents or the consummation of the Acquisition transactions contemplated hereby and thereby, other than (i) compliance with and filings under the HSR Act and any other applicable Antitrust Laws; (ii) compliance with, and such filings and notifications as may be required under applicable Environmental Laws which are set forth on Section 3.03(b) of the P&G Disclosure Letter; (iii) any consent, authorization or approval as may be required with respect to the Pharmaceuticals Business Health Registrations which are set forth on Section 3.03(b) of the P&G Disclosure Letter, (iv) those that may be required solely by reason of Purchaserthe P&G’s (as opposed to any other third party’s) participation in the Acquisition and the other transactions contemplated by this Agreement hereby and by the Ancillary Agreements Transaction Documents; and (iiv) those such Authorizations, the failure of which to obtain, give be obtained or make would notmade, individually or in the aggregate, constitute would not have a Material Adverse EffectPurchaser MAE.