Common use of Noncontravention; Government Filings Clause in Contracts

Noncontravention; Government Filings. Neither the execution and delivery of this Agreement or the Related Agreements nor the consummation of the transactions contemplated hereby and thereby, including the transfer of the Acquired Assets, will (a) conflict with or result in a breach of the articles of incorporation or bylaws, or other organizational documents, of Seller, (b) to Seller’s Knowledge, violate any law or Decree to which Seller is, or its respective assets or properties are, subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract to which Seller is a party or by which it is bound except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, have a Material Adverse Effect. To Seller’s Knowledge, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (including, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair or delay Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and delivery execution, delivery, or performance of this Agreement or Agreement, the Related Agreements Agreements, and all other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby and thereby, thereby (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation or bylaws, or other organizational documents, of any Seller, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law Law or Decree to which any Seller is, or its respective assets or properties are, subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)is subject, or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract or Lease to which any Seller is a party or by to which it any of the Acquired Assets is bound subject, except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, have or reasonably be expected to have a Material Adverse Effect, or (d) result in the creation of, or require the creation of, any Lien (other than Permitted Liens and Permitted Post-Closing Liens) upon any Acquired Assets. To Seller’s KnowledgeOther than as required by the Bankruptcy Code, Seller the Bidding Procedures Order, or the Sale Order, no Sellers is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (includingAgreement, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)other agreements contemplated hereby, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect material Liability to such Seller or prevent or materially impair or delay Seller’s the Sellers’ ability to consummate the transactions contemplated hereby or perform its their respective obligations hereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and delivery of this Agreement or the Related Agreements Agreement, nor the consummation of the transactions contemplated hereby and thereby, (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation or bylaws, or other organizational documents, of any Seller, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law Law or Decree to which any Seller is, or its respective assets or properties are, is subject (including, without limitation, those promulgated by the Food and Drug Administration in respect of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)Acquired Assets, or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract or Lease to which any Seller is a party or by to which it any of the Acquired Assets is bound subject, except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Seller’s KnowledgeOther than as required by, or pursuant to, the Bankruptcy Code, the Bidding Procedures Order or the Sale Order, no Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (including, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)Agreement, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially impair or delay any Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and execution, delivery or performance of this Agreement or Agreement, the Related Agreements Agreements, and all other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby and thereby, or thereby (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation any Seller or bylaws, or other organizational documents, any of Sellerits Subsidiaries, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law Law or Decree to which any Seller is, or its respective assets or properties are, is subject (including, without limitation, those promulgated by the Food and Drug Administration in respect of the U.S. Department of Health and Human Services (the “FDA”) or by any foreignAcquired Assets, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any (i) Lease or (ii) material Contract to which any Seller or any of its Subsidiaries is a party or by to which it any of the Acquired Assets is bound subject, or (d) result in the creation of, or require the creation of, any Lien (other than Permitted Post-Closing Liens) upon any Acquired Assets or any property of Sellers or any of their respective Subsidiaries, except, in the case cases of either clause clauses (b) or and (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, have reasonably be expected to be material to the Business, taken as a Material Adverse Effectwhole. To Seller’s KnowledgeOther than (x) in connection with applicable filing, notification, waiting period or approval requirements, to the extent required, under the HSR Act and all applicable Antitrust Laws, and (y) the Bankruptcy Code, the Bidding Procedures Order, or the Sale Order, no Seller or any Subsidiary thereof is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (includingAgreement, without limitation, those promulgated by the FDA or by any foreign, federal, state other agreements contemplated hereby or local regulatory authority performing functions similar to those preformed by the FDA)thereby, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have a Material Adverse Effect reasonably be expected to be material to the Business, taken as whole, or prevent or materially impair or delay Seller’s Sellers’ ability to consummate the transactions contemplated hereby or perform its their obligations hereunder or thereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and delivery execution, delivery, or performance of this Agreement or Agreement, the Related Agreements Agreements, and all other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby and thereby, thereby (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation or bylaws, or other organizational documents, of any Seller, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law Law or Decree to which any Seller is, or its respective assets or properties are, subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)is subject, or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract or Lease to which any Seller is a party or by to which it any of the Acquired Assets is bound subject, except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) result in the creation of, or require the creation of, any Lien (other than Permitted Liens and Permitted Post-Closing Liens) upon any Acquired Assets. To Seller’s KnowledgeOther than as required by the Bankruptcy Code, Seller the Bidding Procedures Order, or the Sale Order, no Sellers is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (includingAgreement, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)other agreements contemplated hereby, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect material Liability to such Seller or prevent or materially impair or delay Seller’s the Sellers’ ability to consummate the transactions contemplated hereby or perform its their respective obligations hereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and delivery of this Agreement or the Related Agreements nor the consummation of the transactions contemplated hereby and thereby, including the transfer of the Acquired Assets, will (a) conflict with or result in a breach of the articles of incorporation or bylaws, or other organizational documents, of Seller, (b) to Seller’s Knowledge, violate any law or Decree to which Seller is, or its respective assets or properties are, subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), or (c) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract to which Seller is a party or by which it is bound except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, have a Material Adverse Effect. To Seller’s Knowledge, Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (including, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA), except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have a Material Adverse Effect or prevent or materially impair or delay Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.. 12 Section 3.4

Noncontravention; Government Filings. Neither the execution and delivery of this Agreement or the Related Agreements Agreement, nor the consummation of the transactions contemplated hereby and thereby, (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation or bylaws, or other organizational documents, of any Seller, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law or Decree to which any Seller is, or its respective assets or properties are, is subject (including, without limitation, those promulgated by the Food and Drug Administration in respect of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)Acquired Assets, or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract or Lease to which any Seller is a party or by to which it any of the Acquired Assets is bound subject, except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. To Seller’s KnowledgeOther than as required by, or pursuant to, the Bankruptcy Code, the Bidding Procedures Order, or the Sale Order, no Seller is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (including, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)Agreement, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or prevent or materially impair or delay any Seller’s ability to consummate the transactions contemplated hereby or perform its obligations hereunder on a timely basis.

Noncontravention; Government Filings. Neither the execution and delivery execution, delivery, or performance of this Agreement or Agreement, the Related Agreements Agreements, and all other agreements contemplated hereby, nor the consummation of the transactions contemplated hereby and thereby, thereby (including the transfer of the Acquired Assetsassignments and assumptions referred to in Article II), will (a) conflict with or result in a breach of the articles organizational documents of incorporation or bylaws, or other organizational documents, of any Seller, (b) subject to Seller’s Knowledgethe entry of the Sale Order, violate any law Law or Decree to which any Seller is, or its respective assets or properties are, subject (including, without limitation, those promulgated by the Food and Drug Administration of the U.S. Department of Health and Human Services (the “FDA”) or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)is subject, or (c) conflict withsubject to the entry of the Sale Order, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify or cancel, or require any notice under any material Contract or Lease to which any Seller is a party or by to which it any of the Acquired Assets is bound subject, except, in the case of either clause (b) or (c), for such conflicts, violations, breaches, defaults, accelerations, rights or failures to give notice as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, or (d) result in the creation of, or require the creation of, any Lien (other than Permitted Post-Closing Liens) upon any Acquired Assets or any property of Sellers. To Seller’s KnowledgeOther than as required by, Seller or pursuant to, the HSR Act, any international antitrust approvals, the Bankruptcy Code, the Bidding Procedures Order, or the Sale Order, no Sellers is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Governmental Authority in order for the Parties to consummate the transactions contemplated by this Agreement or any Related Agreement (includingAgreement, without limitation, those promulgated by the FDA or by any foreign, federal, state or local regulatory authority performing functions similar to those preformed by the FDA)other agreements contemplated hereby, except where the failure to give notice, file or obtain such authorization, consent or approval would not, individually or in the aggregate, have reasonably be expected to result in a Material Adverse Effect material Liability to such Seller or prevent or materially impair or delay Seller’s the Sellers’ ability to consummate the transactions contemplated hereby or perform its their respective obligations hereunder on a timely basis.