Common use of Permits; Compliance with Law Clause in Contracts

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its Subsidiaries is in conflict with, or in default or violation of, (a) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Each of the Company and each of its Subsidiaries Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries Company Subsidiary to own, lease and operate its properties or to carry on its their respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, reasonably be expected to (A) prevent or materially delay consummation of the Offer or the Merger, (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or any Ancillary Agreement or (C) have a Company Material Adverse Effect. None Except as set forth in Section 3.6 of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries Company Subsidiary is in material conflict with, or in material default or violation of, (a1) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (b2) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, orders, consents, registrations, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own(collectively, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), including all Company Permits under the FDCA and the regulations of the FDA promulgated thereunder, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted, and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None No Company Permit is subject to termination as a result of the execution of this Agreement. The Company is not or any of its Subsidiaries is has been in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or nor any of its Subsidiaries is in conflict with, or in default or violation of, (a) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Each of the Company and each of its Subsidiaries Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “"Company Permits”"), and all such Company Permits are valid, and in full force and effect, except where the failure to havebe in possession of, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effectreasonably be expected to (A) prevent or materially delay consummation of the Merger or (B) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement. None of the Company or any of its Subsidiaries Company Subsidiary is in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries such Company Subsidiary, as the case may be, or by which any property or asset of the Company or any of its Subsidiaries such Company Subsidiary, as the case may be, is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have reasonably be expected to result in a Company Material Adverse Effect.

Permits; Compliance with Law. The Each of the Company and each of its the Company Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries or any Company Subsidiary to own, lease and operate its properties or to carry on its their respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “"Company Permits”"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would notneither, individually or in the aggregate, reasonably be expected to (a) have a Company Material Adverse EffectEffect nor (b) prevent or materially delay the performance of this Agreement by the Company. None of Neither the Company or nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default or violation of, (a1) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (b2) any Company Permits, except in each case for any such conflicts, defaults or violations that would notneither, individually or in the aggregate, reasonably be expected to (A) have a Company Material Adverse EffectEffect nor (B) prevent or materially delay the performance of this Agreement by the Company.

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its Subsidiaries is in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Company and each of its Subsidiaries is are in possession of all authorizations, licenses, permits, certificates, orders, consents, registrations, approvals and clearances of any Governmental Entity (collectively, “Company Permits”) necessary for the Company and each of its Subsidiaries it to own, lease and or operate its properties or and other assets and to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior business and operations as presently conducted or proposed to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”)be conducted, and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None No Company Permit is subject to termination as a result of the execution of this Agreement. Neither the Company or nor any of its Subsidiaries is or has been in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Each of the Company and each of its the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and clearances orders of any Governmental Entity necessary for the Company and each of its Subsidiaries or any Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially business as it is now being conducted (collectively, the "Company Permits"), --------------- except where the failure to have, or the suspension or cancellation of, any of the Company Permits, individually or in the aggregate, has no Material Adverse Effect on the Company, and, as of the date hereof (of this Agreement, no suspension or cancellation of any of the “Company Permits”), and all such Company Permits are validis pending or, and in full force and effectto the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would notPermits, individually or in the aggregate, have a has no Material Adverse EffectEffect on the Company. None of Neither the Company or nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default or violation of, (ai) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is or may be bound or affected or (bii) any Company Permits, except in each case for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have a no Material Adverse EffectEffect on the Company.

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own(collectively, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), including all Company Permits under the FDCA and the regulations of the FDA promulgated thereunder, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None of the Company or any of its Subsidiaries is in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.

Permits; Compliance with Law. The Each of the Company and each of its the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and clearances orders of any Governmental Entity necessary for the Company and each of its Subsidiaries or any Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially business as it is now being conducted (collectively, the "Company ------- Permits"), except where the failure to have, or the suspension or cancellation ------- of, any of the Company Permits, individually or in the aggregate, has no Material Adverse Effect on the Company, and, as of the date hereof (of this Agreement, no suspension or cancellation of any of the “Company Permits”), and all such Company Permits are validis pending or, and in full force and effectto the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would notPermits, individually or in the aggregate, have a has no Material Adverse EffectEffect on the Company. None of Neither the Company or nor any of its Subsidiaries Company Subsidiary is in conflict with, or in default or violation of, (ai) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is or may be bound or affected or (bii) any Company Permits, except in each case for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have a no Material Adverse EffectEffect on the Company.

Permits; Compliance with Law. The Each of the Company and each of its the Company Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exceptions, consents, certificates, approvals and clearances orders of any Governmental Entity necessary for the Company and each of its Subsidiaries or any Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially business as it is now being conducted as of (collectively, the date hereof (the “Company Permits”"COMPANY PERMITS"), and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would notPermits, individually or in the aggregate, have a has no Material Adverse Effect. None Effect on the Company, and, as of the date of this Agreement, no suspension or cancellation of any of the Company Permits is pending or, to the knowledge of the Company, threatened, except where the failure to have, or the suspension or cancellation of, any of its Subsidiaries the Company Permits, individually or in the aggregate, has no Material Adverse Effect on the Company. Neither the Company nor any Company Subsidiary is in conflict with, or in default or violation of, (ai) any Law applicable to the Company or any of its Subsidiaries Company Subsidiary or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is or may be bound or affected or (bii) any Company Permits, except in each case for any such conflicts, defaults or violations that would notthat, individually or in the aggregate, have a no Material Adverse EffectEffect on the Company.

Permits; Compliance with Law. The Each of the Company and each of its Subsidiaries Company Subsidiary is in possession of all authorizations, licenses, permits, certificates, approvals and clearances of any Governmental Entity Authority (the “Company Permits”) necessary for the Company and each of its Subsidiaries Company Subsidiary to own, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and business substantially as it is being conducted as of the date hereof (the “Company Permits”)hereof, and all such Company Permits are valid, valid and in full force and effect, and there is no pending, or, to the Company’s knowledge, threatened action or proceeding to terminate, suspend, limit or adversely modify any Company Permit, except where the failure to havebe in possession of, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits has not or would not, individually or in the aggregate, not reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is Company Subsidiary is, or has received written notice that it is, in material conflict with, or in material default or violation of, any Law, including without limitation, the Exchange Act and the Xxxxxxxx-Xxxxx Act of 2002 (a) any Law “SOX”), applicable to the Company or any of its Subsidiaries Company Subsidiary or any Company Permits, or by which any property or asset of the Company or any of its Subsidiaries Company Subsidiary is bound or affected or (b) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effectbound.

Permits; Compliance with Law. The Company and each of its Subsidiaries is in possession of all authorizations, licenses, permits, certificates, orders, consents, registrations, approvals and clearances of any Governmental Entity necessary for the Company and each of its Subsidiaries to own(collectively, lease and operate its properties or to carry on its respective businesses substantially in the manner described in the Company SEC Filings filed prior to the date hereof and substantially as it is being conducted as of the date hereof (the “Company Permits”), including all Company Permits under the FDCA and the regulations of the FDA promulgated thereunder, necessary for it to own, lease or operate its properties and other assets and to carry on its business and operations as presently conducted or proposed to be conducted, and all such Company Permits are valid, and in full force and effect, except where the failure to have, or the suspension or cancellation of, or failure to be valid or in full force and effect of, any of the Company Permits would not, individually or in the aggregate, have a Material Adverse Effect. None No Company Permit is subject to termination as a result of the execution of this Agreement. The Company is not or any of its Subsidiaries is has been in conflict with, or in default or violation of, (ax) any Law applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (by) any Company Permits, except in each case for any such conflicts, defaults or violations that would not, individually or in the aggregate, have a Material Adverse Effect.