Government and Other Consents. No consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental authority or any other person is required in connection with each Purchaser’s execution, delivery and performance of this Agreement, or if any such consent or other action is required, each Purchaser has satisfied the applicable requirements.

Government and Other Consents. Except as set forth on [Schedule C], no consent, authorization, license, permit, registration or approval of, or exemption or other action by, any governmental authority or any other person is required in connection with each Contract Transfer Party’s execution, delivery and performance of this Agreement, or if any such consent or other action is required, each Contract Transfer Party has satisfied the applicable requirements.

No Conflict; Government Consents. Except as set forth in [Schedule 5.3], the execution, delivery and performance by each Credit Party of the Loan Documents to which it is a party have been duly authorized and do not # conflict with any of such Credit Party’s Operating Documents, # contravene, conflict with, constitute a default under or violate any Requirement of Law, # contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental Authority by which such Credit Party or any of its Subsidiaries or any of their property or assets may be bound or affected and which has resulted or could reasonably be expected to result in a Material Adverse Change, # require any action by, filing, registration, or qualification with, or Governmental Approval from, any Governmental Authority (except # such Governmental Approvals which have already been obtained and are in full force and effect, and # for filings and recordings with respect to the Collateral to be made, or otherwise delivered to the Lender for filing or recordation on or after the Funding Date), # constitute an event of default under any agreement by which such Credit Party is bound in which the default has resulted or could reasonably expected to result in a Material Adverse Change or # require any approval of stockholders, members or partners or any approval or consent of any Person except for such approvals or consents which will be obtained on or before the Funding Date and disclosed in writing to Lender. Without limiting [Section 5.11] hereof, neither Borrower nor any of its Subsidiaries is in default under any agreement to which it is a party or by which it or its assets is bound in which the default could reasonably be expected to have a Material Adverse Change; 5.4 Binding Obligation. Each Loan Document has been duly executed and delivered by each Credit Party that is a party thereto and is the legally valid and binding obligation of such Credit Party, enforceable against such Credit Party in accordance with its respective terms, except (a)] as may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors’ rights generally or by equitable principles relating to enforceability or # in respect of any security granted over any Collateral that would be required to be secured pursuant to the Security Interest (Jersey) Law 2012 (as amended) in order to create a first priority perfected security interest in such Collateral unless such security is granted by a Loan Document pursuant to the Security Interests (Jersey) Law 2012 (as amended);

The execution, delivery and performance of this Agreement by Lilly and the consummation by Lilly of the transactions contemplated hereby (including the purchase of the Shares) will not # conflict with or result in a violation of any provision of Lilly’s amended articles of incorporation or amended bylaws, # materially violate or conflict with, or result in a material breach of any provision of, or constitute a default under, any agreement, indenture or instrument to which Lilly is a party, or # result in a material violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Lilly.

The execution, delivery and performance of this Agreement by Precision and the consummation by Precision of the transactions contemplated hereby (including the issuance of the Shares) will not # conflict with or result in a violation of any provision of Precision’s Organizational Documents, # result in any encumbrance upon any of the Shares, other than restrictions on resale pursuant to securities laws or as set forth in this Agreement, # materially violate or conflict with, or result in a material breach, default, modification, acceleration of payment or termination under of any provision of, or constitute a default under, any Material Contract, or # result in a material violation of any law, rule, regulation, order, judgment or decree (including United States federal and state securities laws and regulations and regulations of any self-regulatory organizations) applicable to Precision as of the Execution Date.

Government and Third Party Consents and Approvals. The Administrative Agent shall have received evidence that all consents and approvals, if any, required to be obtained from any Governmental Authority or other Person in connection with the Transactions (including member and shareholder approvals) have been obtained and are in full force and effect.

Government and Third Party Consents and Approvals. The Administrative Agent shall have received evidence that all consents and approvals, if any, required to be obtained from any Governmental Authority or other Person in connection with the Transactions (including member and shareholder approvals) have been obtained and are in full force and effect.

Government Compliance. Maintain its and all its Subsidiaries’ legal existence and good standing in their respective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply, and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could have a material adverse effect on Borrower’s business.

Government Contracts. I acknowledge that the Company may have from time to time agreements with other persons or with the United States Government or its agencies which impose obligations or restrictions on the Company regarding inventions made during the course of work under such agreements or regarding the confidential nature of such work. I agree to comply with any such obligations or restrictions upon the direction of the Company. In addition to the rights assigned under Section 5, I also assign to the Company (or any of its nominees) all rights which I have or acquired in any Developments, full title to which is required to be in the United States under any contract between the Company and the United States or any of its agencies.

Government Contracts. Other than Accounts the aggregate value of which does not at any one time exceed $1,000,000, if any Account arises out of a contract or contracts with the United States of America or any department, agency, or instrumentality thereof, Grantors shall promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion) of the creation thereof ) notify Agent thereof and, promptly (and in any event within five (5) Business Days (or such longer period as agreed to by Agent in writing in its sole discretion)) after request by Agent, execute any instruments or take any steps reasonably required by Agent in order that all moneys due or to become due under such contract or contracts shall be assigned to Agent, for the benefit of the Lender Group and the Bank Product Providers, and shall provide written notice thereof under the Assignment of Claims Act or other applicable law.