Common use of HSR Act Compliance Clause in Contracts

HSR Act Compliance. Notwithstanding anything to the contrary in this Agreement, this Agreement is binding upon the Parties as of the Execution Date to the extent permitted by the HSR Act, but the provisions of Article 2–Article 9 (other than Section 9.1) shall not take effect until the Effective Date. As used herein, the “HSR Clearance Date” means such time as: (a) the Parties shall have complied with all applicable requirements of the HSR Act; (b) the waiting period under the HSR Act shall have expired or been terminated early; (c) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement shall be pending; (d) no injunction (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (e) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”). In the event that the HSR Conditions are not met within [***], then either Party may terminate this Agreement upon notice, in which case, notwithstanding any provisions that are stated to survive under Section 14.10, all provisions of this Agreement shall terminate and be of no force or effect whatsoever, except only that any liability of either Party for failing to comply this Section 15.1 shall survive.

HSR Act Compliance. Notwithstanding anything to the contrary in this Agreement, this Agreement is shall be binding upon the Parties as of the Execution Date to the extent permitted by the HSR ActEffective Date; however, but the provisions of Article Articles 2–Article 9 (other than Section 9.1) -7 shall not take effect effect, and commencement of the collaboration shall not occur, until the Effective HSR Clearance Date. As used herein, the “HSR Clearance Date” means shall mean such time as: (a) the Parties shall have complied with all applicable requirements of the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended the (“HSR Act”); (b) the waiting period under the HSR Act shall have expired or earlier been terminated earlyterminated; (c) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement shall be pending; (d) no injunction (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be in effect; and (e) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”). In the event that the HSR Conditions are not met within [***... * ...], then either Party may terminate this Agreement upon notice, in which case, notwithstanding any provisions that are stated to survive under Section 14.10, all provisions of this Agreement shall terminate be null and be of no force or effect whatsoevervoid. * Certain Confidential Information Contained In This Document, except only that any liability of either Party for failing to comply this Section 15.1 shall surviveMarked By Brackets, Is Filed With The Securities And Exchange Commission Pursuant To Rule 24b-2 Of The Securities Exchange Act Of 1934, As Amended.

HSR Act Compliance. Notwithstanding anything to the contrary in this Agreement, this Agreement is binding upon the Parties as of the Execution Date to the extent permitted by the HSR Act, but the provisions of Article 2–Article 9 ‎Article 2 (Collaboration Management) through ‎Article 8 (Intellectual Property) (other than Section 9.1‎8.1 (Ownership of Intellectual Property)) and Article 9 (Pharmacovigilance and Safety) shall not take effect until the Effective Date. As used herein, the “HSR Clearance Date” means such time as: (a) the Parties shall have complied with all applicable requirements of the HSR Act; (b) the waiting period under the HSR Act shall have expired or been terminated early; (c) the Parties are under no antitrust-related obligation to refrain from consummating the transaction under a timing agreement entered into with a reviewing governmental authority that prevents closing without certain notice; (d) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement shall be is pending; (de) no injunction (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof shall be is in effect; and (ef) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”). In the event that the HSR Conditions are not met within [***], then either Party may terminate this Agreement upon notice, in which case, notwithstanding any provisions that are stated to survive under Section 14.10‎13.10 (Accrued Rights; Surviving Obligations), all provisions of this Agreement shall terminate and be of no force or effect whatsoever, except only that any liability of either Party for failing to comply with this Section 15.1 ‎14.1 shall survive.

HSR Act Compliance. Notwithstanding anything to the contrary in this Agreement, this Agreement is binding upon the Parties as of the Execution Date to the extent permitted by the HSR Act, but the provisions of Article 2–Article 9 (other than Section 9.1) shall not take effect until the Effective Date. As used herein, the “HSR Clearance Date” means such time as: (a) the Parties shall have complied with all applicable requirements of the HSR Act; (b) the applicable waiting period under the HSR Act shall have expired or been terminated early; (c) no judicial or administrative proceeding opposing consummation of all or any part of this Agreement or the Investment Agreement shall be pending; (d) no injunction (whether temporary, preliminary or permanent) prohibiting consummation of the transactions contemplated by this Agreement or any material portion hereof the Investment Agreement (collectively, the “Transactions”) shall be in effect; and (e) no requirements or conditions shall have been formally requested or imposed by the DOJ or FTC in connection therewith that are not reasonably and mutually satisfactory to the Parties (collectively, the “HSR Conditions”). In the event that the HSR Conditions are Clearance Date has not met within [***]occurred by March 31, 2019, then either Party may terminate this Agreement upon notice, in which case, notwithstanding any provisions that are stated to survive under Section 14.10, all provisions of this Agreement shall terminate and be of no force or effect whatsoever, except only that any liability of either Party for failing to comply with this Section 15.1 14.1 shall survive.