Common use of Non-Contravention; Required Filings and Consents Clause in Contracts

Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Xxxxxx of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles of incorporation or the bylaws of Xxxxxx or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate any Law applicable to Xxxxxx, any of its Subsidiaries or any of its Assets or (B) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx or any of its Subsidiaries. (b) The execution, delivery and performance by Xxxxxx of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Xxxxxx is a party or by which Xxxxxx or any of its Assets may be bound or (B) result in or give rise to any penalty, forfeiture, or restriction on business operations of Xxxxxx. (c) No Governmental Authority or any other Person has notified Xxxxxx that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Xxxxxx, except as would not materially adversely affect the ability of Xxxxxx to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.

Non-Contravention; Required Filings and Consents. (a) The execution, delivery and performance by Xxxxxx TAP of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx TAP of the Contemplated Transactions to which it is a party, do not and will not: (i) conflict with, or violate any provision of, the articles or certificate of incorporation or the bylaws of Xxxxxx TAP or of any of the TAP Subsidiaries; (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate in any material respect any Law applicable to Xxxxxx, any of its Subsidiaries TAP or any of its Assets the TAP Subsidiaries, or any of their respective material Assets; or (Biii) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx TAP, the TAP Subsidiaries or any of its the Assets now owned or hereafter acquired by TAP or any of the TAP Subsidiaries. (b) The execution, delivery and performance by Xxxxxx TAP of this Agreement and each of the other Transaction Document Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx TAP of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA set forth in Schedule 4.03 of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party or Disclosure Schedules; (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with, result in any breach of, or constitute a default (with or without notice or lapse of time or both) or give rise to any obligation, right of termination, cancellation or acceleration, increase any liability or result in the loss of any right or benefit, or create in another Person, a put right, purchase obligation or similar right, under any Contract to which Xxxxxx is a party or by which Xxxxxx or any of its Assets may be bound TAP Material Contract; or (Biii) result in or give rise to any material penalty, forfeiture, forfeiture or restriction on the business operations of XxxxxxTAP or any of the TAP Subsidiaries. (c) All material returns, reports, statements and other documents required to be filed by TAP or any of the TAP Subsidiaries with any Governmental Authority have been filed in a timely manner and are true, compliant, correct and complete in all material respects (and any related fees required to be paid have been paid in full). (d) No Governmental Authority or any other Person has notified Xxxxxx TAP or any of the TAP Subsidiaries that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Xxxxxx, except as would not materially adversely affect the ability of Xxxxxx to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a partyAbbott.

Non-Contravention; Required Filings and Consents. (ai) The execution, delivery and performance by Xxxxxx Takeda of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx Takeda of the Contemplated Transactions to which it is a party, do not and will not: (iA) conflict with, or violate any provision of, the articles organizational documents of incorporation or the bylaws of Xxxxxx Takeda or (iiB) except as would not materially adversely affect the ability of Xxxxxx Takeda to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A1) conflict with or violate any Law applicable to XxxxxxTakeda, any of its Subsidiaries or any of its Assets or (B2) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx Takeda or any of its Subsidiaries. (bii) The execution, delivery and performance by Xxxxxx Takeda of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx Takeda of the Contemplated Transactions to which it is a party, do not and will not: (iA) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which would not materially adversely affect the ability of Xxxxxx Takeda to carry out perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party party, or (iiB) except as would not materially adversely affect the ability of Xxxxxx Takeda to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A1) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Xxxxxx Takeda is a party or by which Xxxxxx Takeda or any of its Assets may be bound or (B2) result in or give rise to any penalty, forfeiture, or restriction on business operations of XxxxxxTakeda. (ciii) No Governmental Authority or any other Person has notified Xxxxxx Takeda that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Xxxxxx, except as would not materially adversely affect the ability of Xxxxxx Takeda to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.

Non-Contravention; Required Filings and Consents. (a) The Assuming that all consents, approvals, orders, clearances, authorizations, registrations, declarations or filings specified in Section 5.3b) have been obtained, the execution, delivery and performance by Xxxxxx of this Agreement and each of the other Transaction Documents Ancillary Agreements to which it Buyer is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, party and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, transactions contemplated hereby and thereby by Buyer do not and will not: (i) result in any material breach or material violation of, or conflict with, or violate any provision ofof the Governing Documents of Buyer, the articles of incorporation or the bylaws of Xxxxxx or (ii) except as in any material respect, violate or result in a breach of, or constitute an occurrence of default under, result in the acceleration or cancellation of or give rise to a right by any party to terminate or amend, any Contract to which Buyer or any of its Affiliates is a party or by which it or its assets or properties are bound, or (iii) violate any applicable Law of any Governmental Body having jurisdiction over Buyer or any of its properties, other than, in the case of clauses (i) and (i), any such violations, breaches, defaults, accelerations or cancellations of obligations or rights that, individually or in the aggregate, have not had and would not reasonably be expected to materially adversely affect the interfere with or delay Buyer’s ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with or violate any Law applicable to Xxxxxx, any of its Subsidiaries or any of its Assets or (B) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx or any of its Subsidiaries. (b) The execution, delivery and performance by Xxxxxx of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx of the Contemplated Transactions to which it is a party, do not and will not: (i) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), to submit appropriate notification to FDA of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party or (ii) except as would not materially adversely affect the ability of Xxxxxx to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Xxxxxx is a party or by which Xxxxxx or any of its Assets may be bound or (B) result in or give rise to any penalty, forfeiture, or restriction on business operations of Xxxxxx. (c) No Governmental Authority or any other Person has notified Xxxxxx that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Xxxxxx, except as would not materially adversely affect the ability of Xxxxxx to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions Ancillary Agreements to which it is a party. (b) Assuming the accuracy of the representations and warranties of Seller in Section 3.4b), other than the Required Regulatory Approvals, no consent, approval, order, clearance or authorization of, or registration, declaration or filing with, any Person is required to be obtained by Buyer in connection with the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and for the consummation of the transactions contemplated hereby or thereby by Buyer, including, but not limited to, consummating the Shares Transfer and paying for the Shares, except for the Scheduled Consents and such consents, approvals, orders, authorizations, registrations, declarations or filings the failure of which to be obtained or made, individually or in the aggregate, would not reasonably be expected to have a material adverse effect on Buyer’s ability to consummate the transactions under this Agreement and the Ancillary Agreements to which it is a party.

Non-Contravention; Required Filings and Consents. (ai) The execution, delivery and performance by Xxxxxx TAH of this Agreement and each of the other Transaction Documents to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx TAH of the Contemplated Transactions to which it is a party, do not and will not: (iA) conflict with, or violate any provision of, the articles certificate of incorporation or the bylaws of Xxxxxx TAH or (iiB) except as would not materially adversely affect the ability of Xxxxxx TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A1) conflict with or violate any Law applicable to XxxxxxTAH, any of its Subsidiaries or any of its Assets or (B2) result in or require the creation or imposition of, or result in the acceleration of, any Indebtedness or any Lien of any nature upon, or with respect to, Xxxxxx TAH or any of its Subsidiaries. (bii) The execution, delivery and performance by Xxxxxx TAH of this Agreement and each other Transaction Document to which it is a party, the fulfillment of and compliance with the respective terms and provisions hereof and thereof, and the consummation by Xxxxxx TAH of the Contemplated Transactions to which it is a party, do not and will not: (iA) require any Third Party Consent or Governmental Authorization from, or filing with or notification to, any Person not a party to this Agreement, except as provided under 21 C.F.R. § 314.72(a)(2) and (b), where the failure to submit appropriate obtain any Third Party Consent or Governmental Authorization or to make any filing or notification otherwise required to FDA of the transfer of ownership of all NDAs or INDs from TAP to Xxxxxx or Newco and except for those the absence of which be disclosed hereunder would not materially adversely affect the ability of Xxxxxx TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party party, or (iiB) except as would not materially adversely affect the ability of Xxxxxx TAH to carry out its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party, (A1) conflict with, result in any breach of, constitute a default (with or without notice or lapse of time or both) under any Contract to which Xxxxxx TAH is a party or by which Xxxxxx TAH or any of its Assets may be bound or (B2) result in or give rise to any penalty, forfeiture, or restriction on business operations of XxxxxxTAH. (ciii) No Governmental Authority or any other Person has notified Xxxxxx TAH that such Governmental Authority or other Person intends to object to the Contemplated Transactions, which shall include for this purpose any objection to the operation of the Retained Business through TAP as a Subsidiary of TAH or the Split-off Business through Newco as a Subsidiary of Xxxxxx, except as would not materially adversely affect the ability of Xxxxxx TAH to perform its obligations under the Transaction Documents or to consummate the Contemplated Transactions to which it is a party.