Common use of Non-Contravention and Approvals Clause in Contracts

Non-Contravention and Approvals. (a) The execution, delivery and performance by each Seller of this 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 transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements (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, as applicable, of such Seller or its affiliates, (ii) except as set forth in Section 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, order or decree (“Judgment”) or federal, national, supranational, state, provincial or local or administrative statute, law, ordinance, rule, code or regulation, or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to such Seller, any of the Transferred Assets or the Transferred Subsidiaries, or (iv) result in the creation of any Lien (other than Permitted Liens) upon any of the Transferred Assets, the Transferred Shares or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (iii) and (iv), any such items that would not reasonably be expected to have a Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution, execution and delivery and performance by each Seller of this Agreement does not, and neither (x) the execution, execution and 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 transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements (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 violate its or violate the articles of association, certificate of incorporation, bylaws or similar Company’s organizational documents, as applicable, of such Seller or its affiliates, (ii) except as subject to obtaining the Consents set forth in Section 3.03(a) of 3.03(a)of the Seller Disclosure Schedule, result in any material breach of, or constitute a material default under, or create in any party the right to accelerate, terminate, modifyrequire notice pursuant to, or cancel, give rise to any right of termination or require any notice or Consent undercancellation of, any Business Contract or material PermitCompany Contract, (iii) conflict with 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, violate any (A) judgment, injunction, order or decree of a Governmental Entity (“Judgment”) or (B) federal, national, foreign, supranational, state, provincial or local or administrative statute, law, ordinance, rule, code or regulation, or other similar requirements with similar effects of any Governmental Entity regulation (“Law”), in either case ((A) applicable or (B)), to such Seller, any of the Transferred Assets which Seller or the Transferred SubsidiariesCompany is subject, or (ivv) result in the creation of any Lien mortgages, liens, security interests, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted LiensLiens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Assets, the Transferred Shares or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (iii) and (iv), any such items that would not reasonably be expected to have a Material Adverse EffectCompany.

Non-Contravention and Approvals. (a) a. The execution, delivery and performance by each Seller the Company of this Agreement does do 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 the Company of the transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements (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) willwill not, (i) assuming the Company Shareholder Approval is obtained, contravene, conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, of such Seller or its affiliatesOrganizational Documents, (ii) except 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 material acceleration, violation or breach of, or constitute a material default under, or create in any party the right to accelerate, terminate, modifyrequire notice pursuant to, or cancelgive rise to any right of termination or cancellation of or payment under, or require loss of any notice or Consent material benefit under, any Business Contract or material PermitCompany Material Contract, (iii) conflict with or subject to obtaining the Consents referred to in Section 3.03(c), violate any (A) judgment, order order, writ, injunction, decree or decree ruling of a Governmental Entity (“Judgment”), or (B) U.S. or foreign federal, national, supranational, state, provincial provincial, municipal or local or administrative statute, law (including common law), ordinance, rule, code code, treaty or regulation, regulation or other similar requirements with similar effects pronouncement of any Governmental Entity having the effect of law (“Law”), in either case ((A) applicable or (B)), to such Seller, any of which the Transferred Assets Company or the Transferred Subsidiariesa Company Subsidiary is subject, or (iv) result in the creation of any Lien mortgages, liens, security interests, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted LiensLiens or Liens arising from any act of Parent or its Affiliates) upon any the shares of the Transferred Assets, the Transferred Shares Company Stock or the properties properties, rights or assets of the Transferred Company or the Company Subsidiaries, except, in the case of clauses (ii), (iii) and (iv), for any such items that that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.

Non-Contravention and Approvals. (a) The execution, delivery and performance by each Seller P&G of this Agreement does not, the execution and neither (x) the execution, delivery and performance by each member of P&G and the Seller Group Selling Affiliates of each Ancillary Agreement Transaction Document to which it will be a party nor (y) will not, and the consummation by each Seller P&G and the Selling Affiliates of the transactions contemplated to be consummated by it by this Agreement hereby and such Ancillary Agreements (including the Restructuring and the salethereby, assignment, sublease, conveyance, transfer or delivery of all of the Transferred Assets, notwithstanding the applicability of Section 1.04) willwill not, (i) conflict with or violate the articles Constitutive Documents of associationP&G, certificate of incorporation, bylaws any Selling Affiliate or similar organizational documents, as applicable, of such Seller or its affiliatesany Transferred Subsidiary, (ii) except as set forth in Section 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, under or require any consent, notice or Consent underother 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 Business Contract Selling Affiliate or material Permitany Transferred Subsidiary is a party, (iii) conflict with or violate any judgment, injunction, order or decree (a “Judgment”) or any foreign, federal, nationalprovincial, supranational, state, provincial state or local or administrative statute, lawlaw (whether statutory or otherwise), ordinance, rule, code rule or regulation, regulation or other similar requirements with similar effects of any Governmental Entity legal requirement (a “Law”) applicable to such Sellerany of P&G, any Selling Affiliate, any Transferred Subsidiary or any of the Transferred Assets or the Transferred SubsidiariesPharmaceuticals Business Assets, or (iv) result in the creation of any Lien (other than Permitted LiensLiens and other than Liens granted by Purchaser or its Affiliates or created under a Contract to which Purchaser or its Affiliates is a party or is otherwise bound) upon any of the Transferred Assets, the Transferred Shares Pharmaceuticals Business Assets or the properties or assets capital stock of the any Transferred Subsidiaries, exceptSubsidiary, in the case of each of clauses (ii), (iii) and (iv), ) other than any such items that that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectbe 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, delivery and performance by each of the Seller Parties of this Agreement does do not, and neither (x) the execution, delivery and performance by each member of the Seller Group Parties of each Ancillary Agreement to which it will be a party nor (y) the consummation by each such Seller Party of the transactions contemplated to be consummated by it by pursuant to this Agreement and such Ancillary Agreements (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 its organizational documents, as applicable, of such Seller or its affiliates, (ii) except as set forth in Section 3.03(a) of the Seller Disclosure Schedule, conflict with, or result in any material breach of, or constitute a material default under, or create in any party the right to accelerate, terminate, modify, or cancel, or require any 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 material Permit, (iii) conflict with or violate any judgment, order or decree (“Judgment”) or federal, national, foreign, supranational, state, provincial or local or administrative statute, law, ordinance, rule, code or regulation, or other similar requirements with similar effects of any Governmental Entity regulation (“Law”) applicable to such SellerSeller Party, any of the Transferred Assets Subsidiary or the Transferred SubsidiariesKI, or (iv) result in the creation of any Lien mortgages, liens, pledges or other encumbrances of any kind (collectively, “Liens”) (other than Permitted LiensLiens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Assets, the Transferred Shares Share or the properties or assets of the Transferred SubsidiariesSubsidiary or KI, except, in the case of clauses (ii), (iii) and (iv), any such items that that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effectbe material to the business of the Transferred Subsidiary.

Non-Contravention and Approvals. (a) The execution, delivery and performance by each Seller of this Agreement does not, and neither (x) the execution, delivery and performance by each member of the Seller Group and Seller’s applicable affiliates of each Ancillary Agreement to which it will be a party nor (y) the consummation by each of Seller and each such affiliate of the transactions contemplated to be consummated by it by this Agreement and such Ancillary Agreements (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, as applicable, of such Seller or its affiliatesthe Transferred Subsidiaries, (ii) except as set forth in Section 3.03(a) of the Disclosure Schedule, result in any material breach of, constitute a material default underunder (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 consent under, any Business Contract or material PermitContract, (iii) conflict with or violate any judgment, order order, injunction, 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 or local or administrative statute, law, policy or principle of common law, ordinance, rule, order, code or regulation, treaty or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to such Seller, any of the Transferred Assets or the Transferred Subsidiaries, or (iv) result in the creation of any Lien (other than Permitted LiensLiens or Liens arising from any act of Purchaser or its affiliates) upon any of the Transferred Assets, the Transferred Shares Quotas or the properties or assets of the Transferred Subsidiaries, except, in the case of clauses (iiiii) and through (iv), any such items that would not, and would not reasonably be expected to have have, a Material Adverse Effectmaterial adverse effect on the Business.

Non-Contravention and Approvals. (a) The execution, delivery and performance by each Seller of of, and Seller’s and its Affiliates’ (including the Company Group’s) compliance with, this Agreement does not, and neither (x) the execution, delivery and performance by each member of the Seller Group of each Ancillary Agreement Documents to which it Seller or any of its Affiliates (including the Company Group) will be a party nor (y) do not and will not, and the consummation by each Seller and its applicable Affiliates (including the Company Group) of the transactions contemplated to be consummated by it by them pursuant to this Agreement and such Ancillary Agreements (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) willDocuments will not, (i) violate or conflict with or violate the articles of association, certificate of incorporation, bylaws or similar organizational documents, as applicable, of such Seller Seller’s or its affiliatesapplicable Affiliates’ Organizational Documents, (ii) except as subject to obtaining the Consents set forth in on Section 3.03(a3.06(a) of the Seller Disclosure Schedule, with or without notice, lapse of time or both, result in any material acceleration of any obligations, violation or breach of, or constitute a material default Default under, or create in give rise to any party the right to accelerateof amendment, terminateacceleration, modifytermination or cancellation of or material payment under, or cancel, or require loss of any notice or Consent benefit under, any Material Contract, Company Privacy Policy or Contract relating to Business Contract Data or material Permit, (iii) conflict with or subject to obtaining the Consents referred to in Section 3.06(b), violate any judgment(A) Judgment or (B) Law (without giving effect to the proviso in the definition thereof), order or decree in either case (“Judgment”clause (A) or federal(B)), national, supranational, state, provincial or local or administrative statute, law, ordinance, rule, code or regulation, or other similar requirements with similar effects of any Governmental Entity (“Law”) applicable to such Seller, any of the Transferred Assets which Seller or the Transferred Subsidiaries, Company Group is subject or (iv) result in the creation of any Lien (other than Permitted LiensLiens or Liens arising from any act of Purchaser or its Affiliates) upon any the Interests or the properties, rights or assets (including Business Data) of the Transferred AssetsCompany Group, the Transferred Shares or the properties or assets of the Transferred Subsidiaries, except, except in the case of the foregoing clauses (ii), (iii) and (iv), for any such items that Default, violation or creation of any Lien that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.