Common use of Governmental Approvals and Consents Clause in Contracts

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no action, suit, investigation or proceeding pending, or, to Seller’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller of this Agreement or the performance of Seller’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no consent or approval of any Person is required to be obtained or made by or with respect to Seller transferring the Project to Buyer or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of Buyer.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Approvals. Such Governmental Approvals Authorities that are may be or become necessary for its execution and delivery of this Agreement and the responsibility performance of Buyer its obligations pursuant to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force this Agreement and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no actionEach party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, suitauthorizations, investigation orders and approvals. In connection with the foregoing, Seller agrees to, if required by the Board of Governors of the Federal Reserve System (the "FRB") submit to the FRB's standard passivity and anti-association commitments with respect to Buyer in connection with the Contemplated Transactions and to make any other filings required by the FRB in order to consummate the Contemplated Transactions. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or proceeding pending, or, to Seller’s knowledge, threatened, that could result in impeding the modification, rescission, termination, or suspension receipt of any Necessary Governmental Approval obtained required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date this representation is made or deemed made. Subject hereof, each party hereto agrees to Section 8.2 (“Planning Permissions, Consents”), except for make an appropriate filing pursuant to the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in HSR Act with respect to the future be required, to obtain any Governmental Approval in connection with the execution and delivery transactions contemplated by Seller of this Agreement or within ten (10) Business Days after the performance of Seller’s obligations hereunderdate hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. (b) Except Without limiting the generality of Buyer's undertakings pursuant to this Section 8.08, Buyer agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as set forth on Schedule 4.5(b)to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible, no including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or approval otherwise, the sale, divestiture or disposition of any Person is of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be obtained divested in order to avoid the entry of, or made by to effect the dissolution of, any injunction, temporary restraining order or with respect to Seller transferring other order in any suit or proceeding, which would otherwise have the Project to Buyer effect of materially delaying or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or preventing the consummation of the transactions contemplated hereby other than those by this Agreement. In addition, Buyer shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that may be required solely as result would prevent the consummation of the specific regulatory status Closing. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of Buyereither party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or Buyer with Governmental Authorities in the ordinary course of business, any interactions, written or otherwise between Buyer and its state and federal banking regulators, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 6.01(c) of the Seller Disclosure Schedules and Section 6.02(d) of the Buyer Disclosure Schedules; provided, however, that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested, except for a de minimis review fee or similar fee.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-non- appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no action, suit, investigation or proceeding pending, or, to Seller’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller of this Agreement or the performance of Seller’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no consent or approval of any Person is required to be obtained or made by or with respect to Seller transferring the Project to Buyer or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of Buyer.Buyer.‌

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-non- appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no action, suit, investigation or proceeding pending, or, to Seller’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller of this Agreement or the performance of Seller’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no consent or approval of any Person is required to be obtained or made by or with respect to Seller transferring the Project to Buyer or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of Buyer.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth Each party hereto shall, as promptly as possible, use its reasonable best efforts to obtain, or cause to be obtained, all consents, authorizations, orders and approvals from all Governmental Approvals. Such Governmental Approvals Authorities that are may be or become necessary for its execution and delivery of this Agreement and the responsibility performance of Buyer its obligations pursuant to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force this Agreement and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no actionEach party shall cooperate fully with the other party and its Affiliates in promptly seeking to obtain all such consents, suitauthorizations, investigation orders and approvals. In connection with the foregoing, Seller agrees to, if required by the Board of Governors of the Federal Reserve System (the "FRB") submit to the FRB's standard passivity and anti-association commitments with respect to Buyer in connection with the Contemplated Transactions and to make any other filings required by the FRB in order to consummate the Contemplated Transactions. The parties hereto shall not willfully take any action that will have the effect of delaying, impairing or proceeding pending, or, to Seller’s knowledge, threatened, that could result in impeding the modification, rescission, termination, or suspension receipt of any Necessary Governmental Approval obtained required consents, authorizations, orders and approvals. If required by the HSR Act and if the appropriate filing pursuant to the HSR Act has not been filed prior to the date this representation is made or deemed made. Subject hereof, each party hereto agrees to Section 8.2 (“Planning Permissions, Consents”), except for make an appropriate filing pursuant to the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in HSR Act with respect to the future be required, to obtain any Governmental Approval in connection with the execution and delivery transactions contemplated by Seller of this Agreement or within ten (10) Business Days after the performance of Seller’s obligations hereunderdate hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested pursuant to the HSR Act. (b) Except Without limiting the generality of Buyer's undertakings pursuant to this Section 6.07, Buyer agrees to use its commercially reasonable efforts and to take any and all steps necessary to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any Governmental Authority or any other party so as set forth on Schedule 4.5(b)to enable the parties hereto to close the transactions contemplated by this Agreement as promptly as possible, no including proposing, negotiating, committing to and effecting, by consent decree, hold separate orders, or approval otherwise, the sale, divestiture or disposition of any Person is of its assets, properties or businesses or of the assets, properties or businesses to be acquired by it pursuant to this Agreement as are required to be obtained divested in order to avoid the entry of, or made by to effect the dissolution of, any injunction, temporary restraining order or with respect to Seller transferring other order in any suit or proceeding, which would otherwise have the Project to Buyer effect of materially delaying or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or preventing the consummation of the transactions contemplated hereby other than those by this Agreement. In addition, Buyer shall use its commercially reasonable efforts to defend through litigation on the merits any claim asserted in court by any party in order to avoid entry of, or to have vacated or terminated, any Governmental Order (whether temporary, preliminary or permanent) that may be required solely as result would prevent the consummation of the specific regulatory status Closing. (c) All analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals made by or on behalf of Buyereither party before any Governmental Authority or the staff or regulators of any Governmental Authority, in connection with the transactions contemplated hereunder (but, for the avoidance of doubt, not including any interactions between Seller or Buyer with Governmental Authorities in the ordinary course of business, any interactions, written or otherwise between Buyer and its state and federal banking regulators, any disclosure which is not permitted by Law or any disclosure containing confidential information) shall be disclosed to the other party hereunder in advance of any filing, submission or attendance, it being the intent that the parties will consult and cooperate with one another, and consider in good faith the views of one another, in connection with any such analyses, appearances, meetings, discussions, presentations, memoranda, briefs, filings, arguments, and proposals. Each party shall give notice to the other party with respect to any meeting, discussion, appearance or contact with any Governmental Authority or the staff or regulators of any Governmental Authority, with such notice being sufficient to provide the other party with the opportunity to attend and participate in such meeting, discussion, appearance or contact. (d) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.03 and Section 5.03 of the Disclosure Schedules; provided, however, that Seller shall not be obligated to pay any consideration therefor to any third party from whom consent or approval is requested, except for a de minimis review fee or similar fee.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer Company to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Company Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-non- appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Project Documents. There is no action, suit, investigation or proceeding pending, or, to SellerContractor’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller Contractor is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller Contractor of this Agreement Contract or the performance of SellerContractor’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no consent or approval of any Person is required to be obtained or made by or with respect to Seller Contractor transferring the Project to Buyer Company or in connection with the execution, delivery and performance of this AgreementContract, the Transaction Project Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of BuyerCompany.

Governmental Approvals and Consents. ‌ (a) Appendix E B sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer Company to obtain prior to Substantial Completion are separately identified on Appendix E B (the “Buyer Company Governmental Approvals”). All Necessary Governmental Approvals (i) have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval , or (ii) if required to be obtained in the future as part of the Work, shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documentscourse. There is no action, suit, investigation or proceeding pending, or, to SellerContractor’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except Except for the Governmental Approvals listed in Appendix EB, Seller Contractor is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller Contractor of this Agreement Contract or the performance of SellerContractor’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no No consent or approval of any Person is required to be obtained or made by or with respect to Seller Contractor transferring custody and control of the Project to Buyer Company as contemplated hereby, or in connection with the execution, delivery and performance of this AgreementContract, the Transaction Project Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of Buyeror thereby.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth Each Party hereto shall, as promptly as possible, obtain, or cause to be obtained, all consents, authorizations, Governmental Orders and approvals from all Governmental Approvals. Such Governmental Approvals Authorities that are may be or may become necessary for such Party’s execution and delivery of this Agreement and the responsibility performance of Buyer such Party’s obligations pursuant to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force this Agreement and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no actionSeller and Buyer mutually commit to instruct their respective counsel to cooperate with each other and use reasonable best efforts in promptly seeking to obtain all such consents, suitauthorizations, investigation Governmental Orders and approvals. The Parties shall not willfully take any action that will have the effect of delaying, impairing or proceeding pending, or, to Seller’s knowledge, threatened, that could result in impeding the modification, rescission, termination, or suspension receipt of any Necessary such consents, authorizations, Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller is not required, Orders and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller of this Agreement or the performance of Seller’s obligations hereunderapprovals. (b) Except If required by the HSR Act, each Party hereto agrees to use commercially reasonable efforts to file the appropriate Notification and Report Form and related material required under the HSR Act with respect to the transactions contemplated by this Agreement as set forth on Schedule 4.5(b)soon as practicable but in no event later than thirty (30) days after the date hereof and to supply as promptly as practicable to the appropriate Governmental Authority any additional information and documentary material that may be requested in connection therewith by the United States Federal Trade Commission or the United States Department of Justice pursuant to the HSR Act. Buyer agrees to use its reasonable best efforts to obtain or make, no consent or approval of as applicable, all consents of, and all filings with, any Person is Governmental Authority required to be obtained or made by Buyer under any antitrust Law that may be asserted by any Governmental Authority of the United States so as to enable the parties to expeditiously close the transactions contemplated hereby. Buyer, subject to good faith consultation with Seller, shall be entitled to direct any proceedings or negotiations with any Governmental Authority, including any communications and meetings with or written submissions to any Governmental Authority with respect to Seller transferring all consents of, and all filings with, any Governmental Authority required to be obtained or made by Buyer under any antitrust Law. Notwithstanding anything in this Agreement to the Project to contrary, in no event will Buyer or any of its Affiliates be obligated to propose, or agree to accept, any undertaking or condition, to enter into any consent decree, to make any divestiture, to accept any operational restriction, or take any other action that, in connection the reasonable judgment of Buyer, could be expected to materially limit the right of Buyer or any of its Affiliates to own or operate all or any portion of its respective businesses or assets or, after the Closing, to own or operate all or any portion of the Business. (c) Seller and Buyer shall supply each other with the executioncopies of all correspondence, delivery and performance of this Agreement, the Transaction Documents filings or communications with any antitrust Governmental Authority or the consummation staff or regulators of any antitrust Governmental Authority, with respect to the transactions contemplated hereby other than those that may be required solely as result by this Agreement and any related or contemplated transactions, including but not limited to documents filed pursuant to Item 4(c) of the specific regulatory status Notification and Report Form or communications regarding the same; provided, however, that to extent any of Buyerthe documents or information are commercially or competitively sensitive, a party may satisfy its obligations by providing such documents or information to the other party’s outside antitrust counsel, with the understanding that such antitrust counsel shall not share such documents and information with its client. Each Party shall give notice to the other Party with respect to any meeting, discussion, appearance or contact with any anti-trust Governmental Authority or the staff or regulators of any anti-trust Governmental Authority. (d) Seller and Buyer shall use commercially reasonable efforts to give all notices to, and obtain all consents from, all third parties that are described in Section 4.02 of the Disclosure Schedules, including, but not limited to, (i) providing information as such third parties may reasonably request, (ii) agreeing to commercially reasonable adjustments to the terms of the applicable agreements requiring consent from such third parties, and (iii) executing agreements to affect the assumption of such agreements on or before the Closing; provided, however, that Seller shall not be obligated to pay any consideration therefor to any Third Party from whom consent or approval is required or requested. (e) Seller shall submit the Seller FDA Letters for each Product two (2) Business Days following the Closing Date. Seller will provide to Buyer each electronic confirmation promptly upon receipt of such confirmation from FDA, but in any event within three (3) Business Days following the Closing Date.

Governmental Approvals and Consents. ‌ (a) Appendix E sets forth all Governmental Approvals. Such Governmental Approvals that are the responsibility of Buyer to obtain prior to Substantial Completion are separately identified on Appendix E (the “Buyer Governmental Approvals”). All Necessary Governmental Approvals have been obtained, are in full force and effect, and are final and all appeal periods with respect thereto have expired or terminated. Each Deferred Governmental Approval shall be obtained in a final and non-appealable form in the ordinary course prior to the time it is required to be obtained hereunder or under the other Transaction Documents. There is no action, suit, investigation or proceeding pending, or, to Seller’s knowledge, threatened, that could result in the modification, rescission, termination, or suspension of any Necessary Governmental Approval obtained prior to the date this representation is made or deemed made. Subject to Section 8.2 (“Planning Permissions, Consents”), except for the Governmental Approvals listed in Appendix E, Seller is not required, and under existing Applicable Law will not in the future be required, to obtain any Governmental Approval in connection with the execution and delivery by Seller of this Agreement or the performance of Seller’s obligations hereunder. (b) Except as set forth on Schedule 4.5(b), no consent or approval of any Person is required to be obtained or made by or with respect to Seller transferring the Project to Buyer or in connection with the execution, delivery and performance of this Agreement, the Transaction Documents or the consummation of the transactions contemplated hereby other than those that may be required solely as result of the specific regulatory status of Buyer.