Common use of Noncontravention; Consents Clause in Contracts

Noncontravention; Consents. (a) Neither the execution, delivery and performance by either of the Companies of this Agreement and each other Transaction Document to which it is a party, nor the consummation of the Transaction, will, with or without the giving of notice or the lapse of time or both, (i) contravene, conflict with, or result in a violation in any material respect of any Law or Order binding upon or applicable to either of the Companies, (ii) violate any provision of the Organizational Documents of either of the Companies, (iii) give to others (other than Buyer) any rights (including rights of termination, foreclosure, cancellation or acceleration) in or with respect to either of the Companies or the Shares or the Units, (iv) create or impose any Liens, other than Permitted Liens, on the assets or properties of either of the Companies, or (v) result in a violation or breach in any material respect of any Contract by which either of the Companies is bound. (b) No notices, reports or other filings are required to be made by such Seller with, nor are any consents, registrations, approvals, permits, Orders or authorizations required to be obtained by, such Seller from, any Governmental Authority or other Person in connection with such Seller’s execution and delivery of this Agreement, the performance by such Seller of its, his or her obligations hereunder, and the consummation by such Seller of the Transaction, other than (i) the consents set forth in Schedule 4.4(b), and (ii) authorizations necessary pursuant to the HSR Act.

Noncontravention; Consents. (a) Neither Except as set forth on Schedule 3.2(a), neither the execution, delivery and performance by either of the Companies such Seller of this Agreement and each other Transaction Document to which it is a partyAgreement, nor the consummation of the Transaction, will, with or without the giving of notice or the lapse of time or both, both (i) contravene, conflict with, or result in a violation in any material respect of any Law or Order binding upon or applicable to either of the Companiessuch Seller, (ii) violate any provision of the Organizational Documents of either of the Companiessuch Seller (if applicable), (iii) give to others (other than Buyer) any rights (including rights of termination, foreclosure, cancellation or acceleration) in or with respect to either of the Companies or the Shares or the Unitssuch Seller’s Shares, (iv) create or impose any Liens, other than Permitted Liens, on the assets or properties of either of the Companies, or (v) result in a violation or breach in any material respect of any Contract by which either such Seller is bound, where any such violation or breach would adversely affect the consummation of the Companies is boundTransaction. (b) No notices, reports or other filings are required to be made by such Seller with, nor are any consents, registrations, approvals, permits, Orders or authorizations required to be obtained by, such Seller from, any Governmental Authority or other Person in connection with such Seller’s execution and delivery of this AgreementAgreement and each other Transaction Document to which such Seller is a party, the performance by such Seller of its, his or her obligations hereunderhereunder and thereunder, and the consummation by such Seller of the Transaction, other than (i) the consents set forth in Schedule 4.4(b3.2(b), and (ii) authorizations necessary pursuant to the HSR Act.

Noncontravention; Consents. Except with respect to (i) appropriate governmental reviews (including a joint filing of a voluntary notice to CFIUS) pursuant to Exon-Xxxxxx and the expiration of any applicable waiting or review periods or the receipt of any required approvals in connection therewith and (ii) the notice required to be delivered by the Buyer under Section 122.4(b) of the ITAR: (a) Neither The execution and delivery by the executionBuyer of this Agreement, the execution and delivery and performance by either the Buyer of the Companies of this Agreement and each other Transaction Document Ancillary Documents to which it is a party, nor party and the consummation by the Buyer of the Transactiontransactions contemplated hereby and thereby, will, with or without the giving of notice or the lapse of time or both, do not and will not: (i) contravene, violate any Law to which the Buyer or any of its assets is subject; (ii) conflict with, with or result in a violation in any material respect breach of any Law or Order binding upon or applicable to either of the Companies, (ii) violate any provision of the Organizational Documents of either organizational documents of the Companies, Buyer; or (iii) give to others (other than Buyer) any rights (including rights of create a breach, default, termination, foreclosure, cancellation or acceleration) in acceleration of any obligation under any Contract to which the Buyer is a party or with respect to either by which the Buyer or any of the Companies or the Shares or the Units, (iv) create or impose any Liens, other than Permitted Liens, on the its assets or properties of either are bound or subject, except for any of the Companies, or foregoing in the case of clauses (vi) result in and (iii) that would not have a violation or breach in any material respect of any Contract by which either of the Companies is boundBuyer Material Adverse Effect. (b) No notices, reports or other filings are required to be made by such Seller withpermits, nor are any consents, registrations, approvals, permitsauthorizations, Orders qualifications or authorizations orders of Governmental Entities are required to be obtained by, such Seller from, any Governmental Authority or other Person in connection with such Seller’s execution and delivery of this Agreement, the performance by such Seller of its, his or her obligations hereunder, and for the consummation by such Seller the Buyer of the Transactiontransactions contemplated hereby or by the Ancillary Documents to which the Buyer is a party, other than (i) such of the consents set forth in Schedule 4.4(b)foregoing that, and (ii) authorizations necessary pursuant to the HSR Actif not given or obtained, would not have a Buyer Material Adverse Effect.

Noncontravention; Consents. (a) Neither the execution, delivery and or performance by either of the Companies of this Agreement and each other Transaction Document by Buyer or any of the Related Agreements to which it Buyer is (or will be at Closing) a party, nor the consummation by Buyer of the Transactiontransactions contemplated hereby or by the Related Agreements, will, will (with or without the giving of notice or the lapse of time time, or both, ): (ia) contravene, conflict with, with or result in a violation in any material respect of any Law or Order binding upon or applicable to either of the Companies, (ii) violate any provision of the Organizational Documents charter or bylaws or other organizational documents of either of the Companies, (iii) give to others (other than Buyer) any rights (including rights of termination, foreclosure, cancellation or acceleration) in or with respect to either of the Companies or the Shares or the Units, (iv) create or impose any Liens, other than Permitted Liens, on the assets or properties of either of the Companies, or (v) result in a violation or breach in any material respect of any Contract by which either of the Companies is bound.; (b) No noticesrequire on the part of Buyer any filing with, reports notice to, exemption from, or any Permit, authorization, consent or approval of, any Governmental Entity with respect to the Acquired Assets, except for (i) compliance by Buyer with the applicable requirements of the HSR Act and any other applicable Antitrust Laws, (ii) the Buyer Orphan Designation Letter, and (iii) the Buyer FDA Letter; (c) conflict with, violate or result in a breach of, constitute a default under, result in the acceleration of, create in any party any right to accelerate, terminate, modify or cancel, require any notice, right of first offer or refusal, consent or waiver under, or result in the loss of any right or privilege under, any Contract to which Buyer is a party or by which Buyer is bound or to which any of its assets are subject, except which do not, and would not reasonably be expected to, materially and adversely affect Buyer’s ability to consummate the transactions contemplated hereby; or (d) conflict with or violate any Order or Law or other filings are required restriction of any Governmental Entity applicable to be made by Buyer or any of its properties or assets; except, in the case of clauses (b) through (d) of this Section 3.03, for such Seller withconflicts, nor are any breaches, defaults, consents, registrations, approvals, permitsauthorizations, Orders declarations, filings or authorizations required notices which would reasonably be expected to be obtained by, such Seller from, any Governmental Authority or other Person in connection with such Seller’s execution and delivery of this Agreement, the performance by such Seller of its, his or her obligations hereunder, and the consummation by such Seller of the Transaction, other than (i) the consents set forth in Schedule 4.4(b), and (ii) authorizations necessary pursuant to the HSR Acthave a Buyer Material Adverse Effect.