ACTION AFTER COMPLETION. 10.1 The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof. 10.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Aspen Group on or after Completion shall be passed as soon as practicable to the Purchaser. 10.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen Group. 10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12. 10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12. 10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s request.
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ACTION AFTER COMPLETION. 10.1 The Seller shall, at any time and from time to time after Completion, upon 11.1 At the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, the Unilever Parents shall procure that the Business Sellers shall, for a period of three months following Completion, join with the Purchaser (or the relevant Designated Purchaser, ) in sending out notices and letters in such form as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order reasonably require to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe all of those suppliers and to defend or compromise any and all actions, suits or proceedings in respect of any customers of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant Sanex Perimeter and other business contacts of the Sanex Perimeter informing them of the transfer of the Sanex Perimeter.
11.2 Subject to the foregoing powersprovisions of paragraphs (C) and (D) of Schedule 10 (VAT) to this Agreement, including any amounts payable as interest in respect thereof.
10.2 The Seller the Unilever Parents shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business Sanex Perimeter and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business Sanex Perimeter and partly to one or more of the remaining businesses or assets of Retained Business (the Aspen Group “Partly Retained Business Documents”) which are received by any member of the Aspen Unilever Group on or after Completion shall be passed as soon as practicable and, in any event, within 10 Business Days of such receipt to the relevant members of the Purchaser's Group or as the Purchaser may from time to time designate, PROVIDED THAT the Unilever Parents shall be entitled to redact and keep confidential the Partly Retained Business Documents in their reasonable discretion.
10.3 11.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Group Retained Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Retained Business and partly to one or more of the remaining businesses or assets of Sanex Perimeter (the Aspen Group “Partly Retained Documents”) which are received by any member of the Purchaser’s 's Group on or after Completion shall be passed as soon as practicable and, in any event, within 10 Business Days of such receipt to the relevant member of the Aspen Group.
10.4 The Seller shall conduct Unilever Group as the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense Unilever Parents may from time to the Purchaser. The Seller shall promptly provide time designate, PROVIDED THAT the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed entitled to redact and keep confidential the Purchaser at no cost pursuant to the provisions of Schedule 12Partly Retained Documents in its reasonable discretion.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s request.
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Samples: Business and Share Sale and Purchase Agreement (Colgate Palmolive Co)
ACTION AFTER COMPLETION. 10.1 The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets11.1. The Seller hereby constitutes authorises the Buyer to issue, as soon as practicable after Completion,:
11.1.1. a notice to each Customer and appoints, effective as of Completion for the Commercialised Business Assets supplier and with effect from the date other relevant business contacts informing them of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney transfer of the Seller, at Business to the expense Buyer; and risk of Exhibit 10 2 Business Purchase Agreement EXECUTION VERSION
11.1.2. a letter to each Employee explaining that his or her employment has been transferred to the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected Buyer pursuant to the foregoing powers, including any amounts payable as interest in respect thereofTUPE.
10.2 The Seller 11.2. Each party shall procure that originals of immediately pass to the other all notices, correspondence, information, orders orders, enquiries and other documentation, items and all money relating to or enquiries relating solely connected with the Business or the Assets which it receives after Completion and which belong to the Commercialisation Business other party, save that the provisions of clause 8 shall apply with regard to any payments received in respect of Periodical Receipts.
11.3. The Seller shall give the Buyer such reasonable access during business hours to the books, accounts, records and copies returns of the relevant parts of all notices, correspondence, information, orders Seller relating to or enquiries in connection with the Business as the Buyer may require (including the right to take copies and extracts on reasonable advance notice).
11.4. The Seller shall provide and shall procure that its employees provide the Buyer with such information relating partly to the Commercialisation activities and operations of, and the products and services supplied or to be supplied by, the Business and partly at Completion as the Buyer may request.
11.5. The Buyer shall give the Seller such reasonable access to one or more the Records for inspection by representatives of the remaining businesses or assets of Seller during business hours as the Aspen Group Seller may require (including the right to take copies and extracts on reasonable advance notice).
11.6. All money and other items belonging to the Buyer, which are received by any member of the Aspen Group Seller on or after Completion the Effective Time in connection with the Business or any of the Assets, shall be passed as soon as practicable held in trust for the Buyer and shall be paid promptly to the PurchaserBuyer.
10.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders 11.7. All money or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly other items belonging to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group Seller, which are received by any member of the Purchaser’s Group Buyer on or after Completion shall be passed as soon as practicable to the relevant member Effective Time in connection with the Business or any of the Aspen Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the TerritoryAssets, shall be subject held in trust for the Seller and shall be paid promptly to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12Seller.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s request.
Appears in 1 contract
ACTION AFTER COMPLETION. 10.1 The Seller shall7.1 Without prejudice to its right to carry on the Excluded Businesses, at any time and from time to time after Completion, upon immediately following Completion the request of Vendor shall discontinue carrying on the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofBusiness.
10.2 The Seller shall procure that originals of all notices7.2 Notices, correspondence, information, orders or enquiries relating solely (“Communications”) of a material nature to the Commercialisation extent that they relate to the Business and copies or the Assets (excluding those in relation to settlement of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group Liabilities) which are received by the Vendor after Completion shall as soon as reasonably practicable be passed to the Purchaser and any Communications received by the Purchaser after Completion to the extent that they relate to the Excluded Businesses or the Excluded Assets or the Liabilities shall as soon as reasonably practicable be passed to the Vendor.
7.3 Subject to the provisions of clause 7.4 below, the Vendor undertakes to procure that after Completion neither the Vendor nor any other member of the Aspen Vendor’s Group on shall use in any way whatsoever any name including the words “Perfect Pizza”, “Gino’s Pizza” or after Completion shall “Gino’s Dial-a-Pizza” or any other name intended or likely to be passed as soon as practicable to the Purchaser.
10.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders confused with any such names or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by suggest any connection with any member of the Purchaser’s Group or use the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” logo or livery (including where the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” name, logo or livery appears on or is embedded in any item (including stationery)) and shall immediately change or remove or procure change or removal of any sign boards, fascias, logos, promotional materials or similar items at any property owned by the Vendor in the style of or containing the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” name or any related logo or livery save that the Vendor may continue to display or permit the display of the “Perfect Pizza”, “Gino’s Pizza” or “Gino’s Dial-a-Pizza” logos on delivery trucks owned or operated by or for the Vendor if such trucks deliver to the Business and the Purchaser acknowledges and agrees that the Vendor may require up to 30 days from Completion in order to alter the name “Perfect Pizza House” at its premises at Xxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxxx, Xxxxxx XX00 0XX.
7.4 The provisions of clause 7.3 shall be without prejudice to the right of the Vendor’s Group to continue at any time after Completion to use the phrase “…delivering the perfect pizza” in the manner and in the territory currently used, which for the avoidance of doubt shall be passed outside the United Kingdom, in the ordinary course of the Excluded Business as soon as practicable part of any trade xxxx or logo of the Vendor’s Group or otherwise howsoever and the Purchaser hereby expressly authorises such use on a perpetual, royalty free basis.
7.5 The Purchaser undertakes to procure that after Completion neither the relevant Purchaser nor any other member of the Aspen GroupPurchaser’s Group shall use in any way whatsoever any name including the word or words “Papa”, “Xxxx” or “Papa John’s” or any other name intended or likely to be confused with any such names or suggest any connection with any member of the Vendor’s Group or use the “Papa John’s” logo or livery (including where the “Papa John’s” name, logo or livery appears on or is embedded in any item (including stationery)) and shall immediately change or remove or procure change or removal of any sign boards, fascias, logos, promotional materials or similar items at the Properties in the style of or containing the “Papa John’s” name or any related logo or livery.
10.4 7.6 The Seller Purchaser shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense not, after Completion, be allowed access to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated Vendor’s “In-Touch” or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) “Airwaves” systems and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, undertakes to procure the transfer that none of each Pending Product Registrationits franchisees use or continue to use either of these systems. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs The Purchaser acknowledges and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6agrees that, to the extent that it is able to do so, immediately upon Completion the Vendor will terminate all rights of access of the Purchaser and its franchisees to those systems.
7.7 As soon as is reasonably practicable after Completion the Vendor and the Purchaser shall issue a statement in the Approved Form to the Franchisees and the suppliers of the Business informing them of the transfer of the Business to the Purchaser.
7.8 Each party undertakes to and covenants with the other that it shall not, and it shall procure that each member of (respectively) the Vendor’s Group or the Purchaser’s Group shall not for the period of 5 years after Completion (except as required by law or any regulatory authority) disclose or divulge to any person (other than to officers or employees of any member of the other party’s Group whose province it is to know the same or use (other than for the benefit of the other party) any Confidential Information which may be within or have come to its knowledge, possession, custody or control and it shall use its reasonable endeavours to prevent the publication, disclosure or misuse of any such Confidential Information.
8.1 All amounts expressed in this Agreement as payable by the Purchaser are expressed exclusive of any VAT which may be chargeable thereon.
8.2 The parties intend that the Business shall be transferred as a going concern with effect from the Effective Date and that the provisions of Article 5 of the Value Added Tax (Special Provisions) Order 1995 will apply to the transfer and the sale and purchase of the Business and the Assets.
8.3 The Purchaser will within 30 days of the Completion Date give notice of such transfer to the appropriate office of HM Revenue and Customs in accordance with applicable regulations and requirements.
8.4 The Purchaser warrants to (and hereby notifies) the Vendor that:
8.4.1 after the Completion Date it is the Purchaser’s intention that the Business will be carried on by it as a going concern and that the Assets will be used by it in carrying on the Business or the same kind of business whether or not as part of any existing business of the Purchaser;
8.4.2 it is properly registered for the purposes of VAT (and the Purchaser shall on or before Completion produce evidence reasonably satisfactory to the Vendor that it is so registered or has applied for such registration);
8.4.3 it has validly made an election to waive exemption pursuant to Schedule 10 Paragraph 2 VATA 1994 in respect of the Properties and such election has been notified in writing to H M Revenue and Customs, remains effective and will not after Completion be withdrawn or disapplied;
8.4.4 the election referred to in clause 8.4.3 will not be revoked within 3 months of its making;
8.4.5 article 5 paragraph (2B) of the Value Added Tax (Special Provisions) Order 1995/1268 does not submit one apply to the Purchaser; and
8.4.6 the Purchaser will acquire and hold the Assets as beneficial owner and not as a nominee or more Pending Product Registrations trustee for or in a representative capacity for any other person.
8.5 The parties further intend that Section 49 VATA 1994 will apply to the transfer of the Business under this Agreement and accordingly:
8.5.1 on Completion, the Vendor shall retain the VAT Records; and
8.5.2 the Vendor shall make a request to HM Revenue and Customs for the VAT Records to be preserved by the Vendor rather than the Purchaser.
8.6 If, notwithstanding clause 8.2, HM Revenue and Customs shall determine that VAT is chargeable in respect of the supply of all or any part of the Business or the Assets under this Agreement, the Vendor shall notify the Purchaser of that determination within 10 Business Days of its being so advised by HM Revenue and Customs and the Purchaser shall pay to the Vendor by way of additional consideration a sum equal to the amount of VAT determined by HM Revenue and Customs to be so chargeable within 10 Business Days of the Vendor notifying the Purchaser of that determination (and against delivery by the Vendor of an appropriate tax invoice for VAT purposes). If such determination is caused as a direct result of any act or omission by the Purchaser, including non-compliance by the Purchaser with any of the matters warranted by it in clause 8.4, the Purchaser shall indemnify the Vendor in respect of any penalties, interest or other payments imposed on the Vendor by HM Revenue and Customs as a result of a request VAT not having been charged by the applicable Governmental Authority, then Vendor in respect of the six (6) month period sale of the Business and the Assets under this Agreement.
8.7 The Vendor shall be reasonably extended entitled to receive and to retain for its own benefit all reimbursement or credit from HM Revenue and Customs for VAT borne by the Vendor on goods and services supplied to the extent necessary for Purchaser Vendor or any other member of the Vendor’s Group prior to comply with such Governmental Authority’s requestCompletion and any payments received in respect of VAT overpaid to HM Revenue and Customs prior thereto.
Appears in 1 contract
ACTION AFTER COMPLETION. 10.1 The Seller shall, at any time and from time to time 14.1 As soon as practicable after Completion, upon the Seller shall join with the Buyer in sending out:
14.1.1 a notice in the Agreed Form as set out in Schedule 10 to all the Seller’s customers relating to the CTL Business and a similar notice to such other third parties as the Buyer shall reasonably request informing them of the Purchaser and at the expense transfer of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming CTL Business; and
14.1.2 a letter to the PurchaserEmployees in the Agreed Form as set out in Schedule 10.
14.2 All letters, notices, correspondence, information or enquiries relating to the CTL Business or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of which are received by the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall after Completion will be entitled to retain for its own account any amounts collected pursuant passed to the foregoing powers, including any amounts payable as interest in respect thereofBuyer forthwith.
10.2 14.3 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies names of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business Seller and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Aspen Sellers’ Group or any Affiliate thereof will be changed within five Business Days of Completion to exclude the words “CTL”, “Card Tech”, “Card Technology”, any confusingly similar words or names and any words or names which may suggest a connection with the CTL Business. The Seller acknowledges that reputation and goodwill are attached to the names “CTL”, “Card Tech” or Card Technology, and that the Buyer is acquiring all rights in that name under this Agreement.
14.4 The Seller shall and on being required to do so by the Buyer do or after execute or procure the doing or executing of all acts and documents necessary to vest in the Buyer the full benefit of the CTL Business and the Assets.
14.5 The Seller shall procure that such books and records as are not included in the Records but which contain information which should be provided to the Buyer or which it may reasonably require for the purpose of the CTL Business or any Tax or other return in connection with it, are properly and diligently maintained and that as from Completion are made available for inspection and copying by representatives of the Buyer during business hours on reasonable advance notice being given for a period of 6 years from Completion.
14.6 For twelve months starting on the Completion Date the Seller shall be passed give to the Buyer, at the Buyer’s cost, such information and assistance as the Buyer shall reasonably request in connection with the CTL Business and the Assets.
14.7 The Buyer shall make available the Records which are delivered to the Buyer pursuant to this Agreement (or, where relevant, such parts of such Records as exist at the date hereof) for inspection by the Seller during business hours on reasonable advance notice being given for a period of 6 years from Completion.
14.8 The parties agree that as soon as practicable after Completion they will seek to the Purchaser.
10.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more agree an apportionment of the remaining businesses or assets Purchase Price and any adjustment thereto (under Clause 5.2 of this Agreement) between the Aspen Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaservarious Assets. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product Such apportionment is to be initiated or conducted after based on the Completion Date by or on behalf respective market value of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent each of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other PartyAssets. To the extent that such apportionment among Assets other than goodwill results in a Party undertakes Clinical Trials during difference between the period Purchase Price and any said adjustment thereto and the total amount so apportioned such difference shall be attributed to goodwill. If such agreement cannot be reached within 45 days of ten Completion referral shall be made for determination of such apportionment to an independent member of the Institute of Chartered Accountants (10or an equivalent body in any other jurisdiction including Cyprus) years post specialising in the Completion Datevaluation of assets of the type of assets concerned and acting as an expert not an arbitrator as agreed by the parties or in default of such agreement determined by the President for the time being of that institution. Such specialist shall also be authorised to determine how costs of obtaining his opinion should be allocated between the parties hereto.
14.9 Prior to the Termination Agreement coming into effect, the Party undertaking such Clinical Trial shall promptly provide the other Party Seller undertakes not to terminate any agreement with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall CTRL that is to be licensed to the other Party, at no cost terminated pursuant to the provisions of Schedule 12Termination Agreement.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration 14.10 The Buyer agrees to Purchaser or one of its Affiliates, Seller shall, assist and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance co-operate with the Seller’s usual regulatory submission processes to receive registration Seller in taking reasonable actions for the recovery of the relevant Pending Product Registration to all withholding Taxes or other similar Taxes including applying for repayment of such Taxes which are properly deducted from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliateReceivables. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to To the extent that Purchaser does not submit one or more Pending Product Registrations as a result recovery of a request an amount is made by the applicable Governmental AuthorityBuyer in respect of any withholding Taxes, then the six (6) month period shall be reasonably extended Buyer agrees that within 10 business days of the receipt of such amount in cleared funds it will pay to the extent necessary Seller as further consideration for Purchaser such Receivable an amount equal to comply with such Governmental Authoritythe amount recovered less any reasonable costs or expenses of professional advisors, Taxes or other third parties incurred by the Buyer. This Clause 14.10 is without prejudice to any of the Buyer’s requestother rights under this Agreement.
Appears in 1 contract
ACTION AFTER COMPLETION. 10.1 (B) The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
10.2 The Seller Sellers shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation European Culinary Brands Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation European Culinary Brands Business and partly to one or more of the remaining businesses or assets of the Aspen Sellers' Group which are received by any member of the Aspen Sellers' Group on or after Completion shall be passed as soon as practicable and in any event, within 10 Business Days of such receipt to the relevant members of the Purchaser's Group or as the Purchaser may from time to time designate.
10.3 (C) The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Sellers' Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Sellers' Group and partly to the European Culinary Brands Business which are received by any member of the Purchaser’s 's Group on or after Completion shall be passed as soon as practicable and in any event, within 10 Business Days of such receipt to the relevant member of the Aspen GroupSellers' Group as the Sellers may from time to time designate.
10.4 (D) The Sellers shall procure that each Business Seller shall conduct the Ongoing Clinical Trials shall, as soon as reasonably practicable after receipt thereof and in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results any event, within 10 Business Days of the Ongoing Clinical Trialssuch receipt, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed pay to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or (on behalf of either Party (or its Affiliatesthe relevant Designated Purchaser) in the Territory, shall be subject an amount equal to the prior written consent of the other Party, such consent not any monies which it receives after Completion to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during such monies are attributable to the period of ten Purchaser (10or the Designated Purchaser) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party and have been paid in connection with the results Business Assets.
(E) The Purchaser shall, as soon as reasonably practicable after receipt thereof and in any event, within 10 Business Days of such receipt, pay to the relevant member of the Clinical Trial, including Sellers' Group an amount equal to any monies which any member of the final report for such Clinical Trial, and such results and reports shall be licensed Purchaser's Group receives after Completion to the other Party, at no cost pursuant extent that such monies are attributable to that member of the provisions Sellers' Group and were not part of Schedule 12the Business Assets.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to (F) Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration on behalf of the relevant Pending Product Registration to from Designated Purchaser) directs and shall execute an instrument of proxy or other document which enables the applicable Governmental Authorities; Purchaser (iion behalf of the relevant Designated Purchaser) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, representative to comment on, review or otherwise participate in all communications with attend and vote at any meeting of the applicable Governmental Authority with respect to such Pending Product Registration; Company.
(ivG) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after Completion and with respect to any UK Business Assets which are plant and machinery for the approval purposes of Part II of the Pending Product Registration Capital Allowances Act 1990 and which are also fixtures (as that term is defined in section 51(2) of that Act) and which the Sellers or any member of the Sellers' Group have been claiming allowances as fixtures, the Sellers shall procure that the relevant member of the Sellers' Group shall, and the Purchaser shall procure that the relevant Designated Purchaser shall, jointly elect by notice pursuant to section 59B(2) of that Act to determine in accordance with section 59B and 59C of that Act how much of the consideration payable under this Agreement should reasonably fall to be treated as expenditure on the provision of such fixtures.
(H) In respect of all the registered Intellectual Property which is owned by the Company or which has been transferred to the Purchaser's Group under the Intellectual Property Assignments, the Sellers shall as soon as reasonably practicable, and shall in any event use their reasonable endeavours to do so within six (6) 3 months of Completion, deliver to the Seller providing Purchaser Purchaser:
(i) subject to paragraph (ii) below, the originals of all registration certificates and renewal certificates and (where no registration has yet been obtained) the applicable receipts; or
(ii) where no originals exists for the documents described in (i) above then the best available copy (if any).
(I) In respect of all the registered Intellectual Property and applications for registration of Intellectual Property which are owned by the Company or which have been transferred to the Purchaser's Group under the Intellectual Property Assignments, the Sellers shall procure (i) for the period of 12 months from Completion, that all renewal fees which a member of the documentation set forth on Exhibit 3 Sellers' Group becomes aware are payable, are paid within the timeframes for payment, and (ii) that a copy of all correspondence received by a member of the Sellers' Group regarding the maintenance of such registrations and the prosecution of such applications is, in each case, provided to Schedule 23 to Purchaser’s satisfactionthe Purchaser promptly. The Purchaser shall reimburse the Sellers, on behalf of the relevant member of the 27 27 Sellers' Group, in a Pending Product Registration-by-Pending Product Registration basistimely manner for all external costs incurred by that member of the Sellers' Group in connection with this Clause.
(J) If the Sellers or Business Sellers have not assigned to the Purchaser or to another member of the Purchaser's Group by operation of this Agreement or under any of the Intellectual Property Assignments any Business IPR, the Sellers undertake to procure that the relevant Business Seller (or its Affiliates as applicable) and assigns such Business IPR to the Purchaser will do all things necessary or to enable another member of the Purchaser's Group nominated by the Purchaser.
(K) The Seller shall procure that at Completion relevant members of the Sellers' Group grant to the Purchaser (unless local laws require otherwise)or, using commercially reasonable effortsat the Purchaser's election, another member of the Purchaser's Group) a perpetual, non-exclusive royalty-free, irrevocable, assignable licence (with the right to submit sub-license) to use any Intellectual Property (other than the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of BExcluded IPR, the Parties are responsible Raguletto Marks, any trade mark (xxgistered or unregistered) and patent or any registered design (or application for their own costs and expenses incurred by them a registered design)) which was used (but not exclusively used) in complying with the foregoing obligations; provided, that Purchaser shall pay Business in the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 twelve months prior to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s requestCompletion.
Appears in 1 contract
Samples: Business and Share Sale and Purchase Agreement (Campbell Soup Co)
ACTION AFTER COMPLETION. 10.1 The Seller shall13.1 To the extent that the provisions of Clause 16 do not apply, at any time during the period from and from time to time after Completion, upon including the request of the Purchaser Completion Date until and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from including the date of falling three (3) months after the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consentCompletion Date, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account send (or to procure that there is sent) to any amounts collected pursuant to the foregoing powersthird party supplier, including any amounts payable as interest customer and other business contact in respect thereofof the Business one or more notices in such format as the Seller may reasonably determine informing them of the transfer of the Business PROVIDED THAT the contents of any such notice does not disclose information that is any more extensive than that contained in any Agreed Form announcement (including, for the avoidance of doubt, the Press Announcements).
10.2 13.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen GSK Group which are received by any member of the Aspen GSK Group on or after Completion shall be passed as soon as practicable to the Purchaser.
10.3 13.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen GSK Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen GSK Group which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen GSK Group.
10.4 The 13.4 If, after Completion, it is determined by the United States Internal Revenue Service or by either the Purchaser or the Seller that any change is required to be made to the materials delivered pursuant to Clause 13.2, the Seller and the Purchaser shall discuss in good faith the changes required to be made and shall arrange for revised documents to be delivered within the time limits prescribed by applicable law.
13.5 Within thirty (30) days of Completion, the Purchaser and the Seller shall conduct jointly execute an election under proposed subsection 56.4(7) of the Ongoing Clinical Trials ITA and the corresponding provisions of any applicable provincial statute. The election shall be made using the applicable prescribed form, if any, or otherwise filed in accordance with all Applicable Laws at no cost or expense a manner acceptable to the PurchaserCanada Revenue Agency or the applicable provincial Tax authorities, as the case may be. The Purchaser and the Seller shall promptly provide the Purchaser with the results agree that no portion of the Ongoing Clinical Trials, including purchase price allocable or payable for the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed Canadian Business Assets is specifically allocated to a restrictive covenant hereunder as defined in the Purchaser at no cost proposed definition pursuant to the provisions of Schedule 12ITA.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s request.
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
ACTION AFTER COMPLETION. 10.1 The Seller 12.1 If so requested by the Relevant Purchasers, the Relevant Sellers shall, at any time and from time to time after for a period of three months or for so long thereafter as the Relevant Purchasers may reasonably request following Completion, upon join with the request Relevant Purchasers in sending out notices (such notices to be agreed between the Relevant Sellers and the Relevant Purchasers prior to being sent out) to all third party suppliers and third party customers in relation to the Business and other business contacts relating to the Business informing them of the Purchaser and at the expense transfer of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereofBusiness.
10.2 12.2 The Seller Relevant Sellers shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Sellers’ Group which are received by any member of the Aspen Sellers’ Group on or after Completion shall be passed as soon as practicable to the Relevant Purchaser.
10.3 12.3 The Relevant Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Sellers’ Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Sellers’ Group and partly to the Business which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen Sellers’ Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with 12.4 Without limiting clause 14.4(i), all Applicable Laws at no cost moneys or expense other items belonging to the Purchaser. The Seller shall promptly provide the Relevant Purchaser with the results or to any other member of the Ongoing Clinical Trials, including Purchaser’s Group which are received by the final report for such Ongoing Clinical Trials, Relevant Sellers or any other member of the Sellers’ Group on or after Completion and such results and reports were comprised within or were represented by the Business or any of the Business Assets sold at Completion pursuant to this Agreement shall be licensed promptly paid over or delivered to the Purchaser at no cost pursuant to Relevant Purchasers or the provisions relevant member of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the TerritoryPurchaser’s Group and, pending such payment, shall be subject held on trust (or procured to be held in trust) by the Relevant Sellers or such other member of the Sellers’ Group for the Relevant Purchasers or the relevant member of the Purchaser’s Group.
12.5 All moneys or other items belonging to the prior written consent Relevant Sellers or to any other member of the Sellers’ Group which are received by the Relevant Purchasers or any other Partymember of the Purchaser’s Group on or after Completion and were excluded from the Business or any of the Business Assets sold at Completion pursuant to this Agreement shall be promptly paid over or delivered to the Relevant Sellers or the relevant member of the Sellers’ Group and, pending such consent not payment, shall be held on trust (or procured to be unreasonably withheld, delayed held in trust) by the Relevant Purchasers for the Relevant Sellers (or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the such other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results relevant member of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers’ Group, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwisecase may be), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s request.
Appears in 1 contract
Samples: Master Business and Share Sale and Purchase Agreement (Sappi LTD)
ACTION AFTER COMPLETION. 10.1 The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
10.2 The Seller shall 19.1 Thales will procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group which are received by any member of the Aspen Thales Group on or after Completion shall be passed to Nice as soon as practicable to the Purchaseris reasonably practicable.
10.3 The Purchaser shall 19.2 Thales will procure that originals all monies or other items which are received by the Thales Group on or after Completion in connection with the Business shall as soon as reasonably practicable and in any event within 7 days be passed or paid to Nice or such member of Nice Group as Nice may direct and, pending such passing or payment, shall be held on trust for Nice or such member. Nice will procure that all notices, correspondence, information, orders monies or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Group other items which are received by any member of the Purchaser’s Nice Group on or after Completion shall be passed in connection with any business of any member of the Thales Group which is not acquired pursuant to this Agreement shall, as soon as reasonably practicable to the relevant member of the Aspen Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months 7 days, be passed or paid to Thales or such member of the Seller providing Purchaser Thales Group as Thales may direct and, pending such passing or payment, shall be held on trust for Thales or such member.
19.3 The Purchasers shall following Completion retain in good order and for a period not less than that for which Thales retains any liability under this 101 Agreement, all of the documentation set forth books, accounts, records and returns of the Business in respect of the period prior to the Completion Date.
19.4 The Purchasers shall, following Completion, provide to Thales or any member of the Thales Group in response to reasonable request for such information from Thales:
(a) all reasonable access during business hours on Exhibit 3 reasonable notice to Schedule 23 examine (and if necessary to Purchaser’s satisfactiontake copies of) such books, accounts, records and returns as are referred to in Clause 19.3; and
(b) all reasonable access to Nice's employees as it may reasonably request (and at Thales' cost) to enable Thales to deal with any correspondence, telephone calls, queries or requests from third parties including, without limitation, any governmental or regulatory authority and any person who was a customer or supplier of the Business prior to the Completion Date; and
(c) such other information and assistance as may reasonably be required by Thales, in order for Thales of any Thales Affiliate to prosecute, defend of otherwise deal with any liability comprised in the Excluded Liabilities.
19.5 Save insofar as such costs arise in relation to the Purchaser recording title to any Business IPR at any relevant registry, Thales shall at its own cost, from time to time on reasonable notice, do or procure the doing of all such acts and/or execute or procure the execution of all such documents in a form required and necessary for giving full effect to this Agreement and securing to the Purchasers the full benefit of the Business and Assets and the other rights, powers and remedies conferred upon the Purchasers in this Agreement.
19.6 In respect of any Shared Assets, Thales shall use its reasonable endeavours to secure for the Purchasers, for the same period as any member of the Thales Group has such benefit and/or use, the continued benefit and/or use of such Shared Assets in the same manner as the Shared Assets were used in the Business in the 12 month period prior to Completion and Thales shall procure that the cost to the Purchasers for the continued benefit or entitlement to such Shared Assets shall be no greater than the historical cost to the Business of such benefits or entitlements subject to a reasonable inflation allowance.
19.7 For the avoidance of doubt and without prejudice to clause 19.6, Thales shall grant or procure the grant to the Purchasers of the right and licence to the full benefit and use (as enjoyed by the Business prior to Completion) of all and any Intellectual Property Rights (other than Excluded Trade Marks) which are Shared Assets and which are owned by Thales or any member of the Thales Group, on a Pending Product Registrationnon-by-Pending Product Registration basisexclusive perpetual, irrevocable, royalty free, fully paid up basis for use exclusively in the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise)business being acquired hereunder, using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, except to the extent that Purchaser does such licence cannot submit one lawfully be granted under any statutes or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period regulations in which case such licence shall be reasonably extended granted to the extent necessary for Purchaser to comply with such Governmental Authority’s requestPurchasers on the most favourable lawful terms.
Appears in 1 contract
ACTION AFTER COMPLETION. 10.1 (a) The Seller shall, at any time and from time to time after Completion, upon the request of the Purchaser and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from the date of the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consent, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.
10.2 The Seller Vendor shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business business of the Company and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business business of the Company and partly to one or more of the remaining businesses or assets of the Aspen Vendor’s Group which are received by any member of the Aspen Vendor’s Group on or after Completion shall be passed as soon as practicable to the Purchaser.
10.3 (b) The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen Vendor’s Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen Vendor’s Group and partly to the business of the Company which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen Vendor’s Group.
10.4 (c) The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials, including the final report for such Ongoing Clinical Trials, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller Vendor shall, and shall cause procure that each member of the Designated SellersVendor’s Group shall, ensure that any amounts received after Completion by the Vendor or, as applicablethe case may be, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration any other member of the relevant Pending Product Registration Vendor’s Group, from any customer of the Company, being amounts invoiced by and payable to the Company, shall be passed on as soon as reasonably practicable to the Company.
(d) The Purchaser shall, and shall procure that each member of the Purchaser’s Group shall, ensure that any amounts received after Completion by the Company or, as the case may be, any member of the Purchaser’s Group, from the applicable Governmental Authorities; (ii) notify Purchaser any customer of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; member of the Vendor’s Group (iii) permit Purchaser or Purchaser’s Affiliateexcluding the Company), upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect being amounts invoiced by and payable to such Pending Product Registration; (iv) upon final approval member of such Pending Product Registrationthe Vendor’s Group, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth shall be passed on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to the Purchaser or Purchaser’s affiliate. As as soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basis, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary to enable the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit reasonably practicable to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs member of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s requestVendors’ Group.
Appears in 1 contract
ACTION AFTER COMPLETION. 10.1 The Seller shall13.1 To the extent that the provisions of Clause 16 do not apply, at any time during the period from and from time to time after Completion, upon including the request of the Purchaser Completion Date until and at the expense of the Seller, do, execute, acknowledge and deliver, or cause to be done, executed, acknowledged and delivered, all such further deeds, assignments, transfers and conveyances as may reasonably be required for the better assigning, transferring, granting, conveying and confirming to the Purchaser, or the Designated Purchaser, as applicable or their respective successors and assigns, or for aiding and assisting in collecting and reducing to possession, any or all of the Commercialised Business Assets. The Seller hereby constitutes and appoints, effective as of Completion for the Commercialised Business Assets and with effect from including the date of falling three (3) months after the relevant Third Party consent in respect of any Commercialised Business Assets subject to such a consentCompletion Date, the Purchaser, its successors and assigns as the true and lawful attorney of the Seller, at the expense and risk of the Purchaser, with full power of substitution in the name of the Purchaser or in the name of the Seller but for the benefit of the Purchaser to institute and prosecute all proceedings which the Purchaser may in its discretion deem proper in order to enforce any right, title or interest in, to or under the Commercialised Business Assets as the case maybe and to defend or compromise any and all actions, suits or proceedings in respect of any of the Assigned Assets and/or Licensed Assets, as applicable. The Purchaser shall be entitled to retain for its own account send (or to procure that there is sent) to any amounts collected pursuant to the foregoing powersthird party supplier, including any amounts payable as interest customer and other business contact in respect thereofof the Business one or more notices in such format as the Seller may reasonably determine informing them of the transfer of the Business PROVIDED THAT the contents of any such notice does not disclose information that is any more extensive than that contained in any Agreed Form announcement.
10.2 13.2 The Seller shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to the Commercialisation Business and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen GSK Group which are received by any member of the Aspen GSK Group on or after Completion shall be passed as soon as practicable to the Purchaser.
10.3 13.3 The Purchaser shall procure that originals of all notices, correspondence, information, orders or enquiries relating solely to one or more of the remaining businesses or assets of the Aspen GSK Group and copies of the relevant parts of all notices, correspondence, information, orders or enquiries relating partly to the Commercialisation Business and partly to one or more of the remaining businesses or assets of the Aspen GSK Group which are received by any member of the Purchaser’s Group on or after Completion shall be passed as soon as practicable to the relevant member of the Aspen GSK Group.
10.4 The Seller shall conduct the Ongoing Clinical Trials in accordance with all Applicable Laws at no cost or expense to the Purchaser. The Seller shall promptly provide the Purchaser with the results of the Ongoing Clinical Trials13.4 If, including the final report for such Ongoing Clinical Trialsafter Completion, and such results and reports shall be licensed to the Purchaser at no cost pursuant to the provisions of Schedule 12.
10.5 Any Clinical Trials of any Product to be initiated or conducted after the Completion Date by or on behalf of either Party (or its Affiliates) in the Territory, shall be subject to the prior written consent of the other Party, such consent not to be unreasonably withheld, delayed or made conditional. The Party conducting the Clinical Trial shall conduct the Clinical Trial in accordance with all Applicable Laws, at no cost or expense to the other Party. To the extent that a Party undertakes Clinical Trials during the period of ten (10) years post the Completion Date, the Party undertaking such Clinical Trial shall promptly provide the other Party with the results of the Clinical Trial, including the final report for such Clinical Trial, and such results and reports shall be licensed to the other Party, at no cost pursuant to the provisions of Schedule 12.
10.6 For each of the Pending Product Registrations, from Completion until the transfer of the applicable Pending Product Registration to Purchaser or one of its Affiliates, Seller shall, and shall cause each of the Designated Sellers, as applicable, to (i) use commercially reasonable efforts in accordance with the Seller’s usual regulatory submission processes to receive registration of the relevant Pending Product Registration to from the applicable Governmental Authorities; (ii) notify Purchaser of any notifications or communications from a Governmental Authority regarding such Pending Product Registration; (iii) permit Purchaser or Purchaser’s Affiliate, upon Purchaser’s or its Affiliate’s request, to comment on, review or otherwise participate in all communications with the applicable Governmental Authority with respect to such Pending Product Registration; (iv) upon final approval of such Pending Product Registration, or at Purchaser’s option, and to the extent permitted by Applicable Law, prior to such final approval, transmit to Purchaser or one of its Affiliates all documents set forth on Exhibit 3 to Schedule 23 that are necessary for Purchaser to transfer the Pending Product Registration to Purchaser; and (v) maintain the approved Pending Product Registration until it is transferred to determined by the United States Internal Revenue Service or by either the Purchaser or Purchaser’s affiliate. As soon as possible after the approval of the Pending Product Registration and in any event within six (6) months of the Seller providing Purchaser all of that any change is required to be made to the documentation set forth on Exhibit 3 materials delivered pursuant to Schedule 23 to Purchaser’s satisfaction, on a Pending Product Registration-by-Pending Product Registration basisClause 13.2, the Seller (or its Affiliates as applicable) and the Purchaser will do all things necessary shall discuss in good faith the changes required to enable be made and shall arrange for revised documents to be delivered within the Purchaser (unless local laws require otherwise), using commercially reasonable efforts, to submit to the relevant Governmental Authority(ies) all documents required, and do all other things reasonably required, to procure the transfer of each Pending Product Registration. Subject to Paragraph 1.5.1 of B, the Parties are responsible for their own costs and expenses incurred time limits prescribed by them in complying with the foregoing obligations; provided, that Purchaser shall pay the reasonable and documented out-of-pocket costs of the Seller incurred after such six (6) month period following the provision of all of the documentation set forth on Exhibit 3 to Schedule 23 to Purchaser’s satisfaction with respect a Pending Product Registrations. Notwithstanding the foregoing terms of this Clause 10.6, to the extent that Purchaser does not submit one or more Pending Product Registrations as a result of a request by the applicable Governmental Authority, then the six (6) month period shall be reasonably extended to the extent necessary for Purchaser to comply with such Governmental Authority’s requestlaw.
Appears in 1 contract
Samples: Business Sale and Purchase Agreement (Prestige Brands Holdings, Inc.)
