Common use of Transferred Permits Clause in Contracts

Transferred Permits. All Permits that relate solely to the Business and which are transferable (collectively, the "Transferred Permits"), including, without limitation, the Transferred Permits set forth on Schedule 2.2(g). All of the foregoing are referred to herein collectively as the "Purchased Contracts and Permits." Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereof, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing. If a consent to the assignment of a Contract or Permit related to the Business is not obtained prior to the Closing or if an attempted assignment of a Contract or Permit related to the Business is ineffective for any other reason, the Imation Companies will use commercially reasonable efforts to attempt to obtain such consent or otherwise procure an effective assignment of such Contract or Permit and, pending the obtaining of such consent or the procurement of such assignment, the Imation Companies and the Metatec Companies will discuss the desirability and feasibility of implementing an arrangement to provide for Purchasers the benefits and obligations under any such Contracts or Permits on terms mutually satisfactory to the parties. If, with respect to any such Contract or Permit that the parties agree to assign or effectively assign to a Purchaser, the consent to assignment is obtained or an effective assignment can otherwise be made following the Closing on mutually satisfactory terms, the appropriate Imation Company shall promptly assign to the appropriate Purchaser, all of its right, title and interest in and to such Contract or Permit and such Purchaser shall assume the liabilities and obligations of such Imation Company under such Contract or Permit pursuant to a transfer instrument substantially similar in form and substance to the transfer instrument used for the assignment of similar Contracts or Permits related to the Business at the Closing. Purchasers acknowledge that all or some of the Permits used by the Imation Companies in the Business may not be transferable, however, the Imation Companies shall use all commercially reasonable efforts to have all transferable Permits transferred.

Transferred Permits. All As of the Closing Date, Seller and its Affiliates are in possession of all Permits that relate solely necessary to permit them to conduct the Program as presently conducted or presently proposed to be conducted by Seller, and all Transferred Permits are validly held by Seller or its Affiliates and in full force and effect. Seller and all of its Affiliates transferring Acquired Assets to Purchaser hereunder have complied with all terms and conditions thereof, except for any such invalidity or non-compliance which is not, individually or in the aggregate, material to the Business and which are transferable (collectivelyAcquired Assets, the "Product or the Program. There has not occurred any material violation of, default (with or without notice or lapse of time or both) under, or event giving to others any right of termination, amendment or cancellation of, with or without notice or lapse of time or both, any Transferred Permits")Permit. During the past [***], includingnone of Seller or its Affiliates has received written notice of any pending or threatened claim, without limitationsuit, action, proceeding, hearing, enforcement, audit, investigation, arbitration, or other action from the FDA or Governmental Entity relating to the revocation or modification of any Transferred Permit the loss of which, individually or in the aggregate, would be material to the Acquired Assets, the Product or the Program, and to the knowledge of Seller, no event has occurred that would reasonably be expected to result in the revocation, cancellation, non-renewal or material adverse modification of any Transferred Permits Permit. Except as set forth on Schedule 2.2(g)Section 3.05 of the Seller Disclosure Schedule, no consent or approval is required in connection with any Transferred Permit prior to or in connection with effecting the transaction contemplated in this Agreement. All applications that are required to have been filed for the renewal or upkeep of the foregoing are referred to herein collectively as the "Purchased Contracts and Permits." Anything in this Agreement to the contrary notwithstandingany Transferred Permit has been duly filed on a timely basis, this Agreement shall not constitute an agreement to assign any Contract or Permit or any claim or right or any benefit or obligation thereunder or resulting therefrom if an assignment thereofwith appropriate extensions, without the consent of a third party thereto, would constitute a breach or violation thereof and if such a consent is not obtained at or prior to the Closing. If a consent to the assignment of a Contract or Permit related to the Business is not obtained prior to the Closing or if an attempted assignment of a Contract or Permit related to the Business is ineffective for any other reason, the Imation Companies will use commercially reasonable efforts to attempt to obtain such consent or otherwise procure an effective assignment of such Contract or Permit and, pending the obtaining of such consent or the procurement of such assignment, the Imation Companies and the Metatec Companies will discuss the desirability and feasibility of implementing an arrangement to provide for Purchasers the benefits and obligations under any such Contracts or Permits on terms mutually satisfactory to the parties. If, each with respect to any such Contract or Permit that the parties agree to assign or effectively assign to a Purchaser, the consent to assignment is obtained or an effective assignment can otherwise be made following the Closing on mutually satisfactory terms, the appropriate Imation Company shall promptly assign Governmental Entity and all fees or other amounts required to be paid in connection therewith have been paid to the appropriate Purchaser, all of its right, title and interest in and to such Contract or Permit and such Purchaser shall assume the liabilities and obligations of such Imation Company under such Contract or Permit pursuant to a transfer instrument substantially similar in form and substance to the transfer instrument used for the assignment of similar Contracts or Permits related to the Business at the Closing. Purchasers acknowledge that all or some of the Permits used by the Imation Companies in the Business may not be transferable, however, the Imation Companies shall use all commercially reasonable efforts to have all transferable Permits transferredGovernmental Entity.