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provisions of, or constitute a delay under, or result in the creation or imposition of a lien upon any of the property or assets of Grifols pursuant to the terms of any indenture, mortgage, deed of trust, agreement or other instrument to which Grifols is a party or, to the knowledge of Grifols, by which Grifols is bound, or to which Grifols is subject. Section 5.04. No Consents. No consent, authorization, approval, order or other action by, and no notice to or filing with, any court or governmental authority or regulatory body or third party is required for the due execution, delivery and performance by the delivery of this Agreement or the consummation of the transactions contemplated hereby or thereby. Section 5.05. Valid and Binding Obligation. This Agreement is the legal, valid and binding obligation of Grifols, enforceable against Grifols in accordance with its terms except as limited by applicable relief, liquidation, conservatorship, bankruptcy, moratorium, rearrangement, insolvency, reorganization or similar laws affecting the rights or remedies of creditors generally, as in effect from time to time. Section 5.06. No Pending Litigation. There is no action, proceeding, inquiry or investigation, at law or in equity, before any court, arbitrator, governmental or other board or official, pending or, to the current actual knowledge of Grifols, threatened against or affecting Grifols or any subsidiaries of Grifols, questioning the validity or any action taken or to be taken by Grifols in connection with the execution, delivery and performance by Grifols of this Agreement or seeking to prohibit, restrain or enjoin the execution, delivery or performance by Grifols hereof, wherein an unfavorable decision, ruling or finding (i) would adversely affect the validity or enforceability of, or the authority or ability of Grifols to perform, its obligations under this Agreement or (ii) would have an adverse effect on the consolidated financial condition or results of operations of Grifols or on the ability of Grifols to conduct its business as presently Page 8 of 22