Approvals and Notifications. (a) To the extent that the transfer or assignment of any Excluded Assets or the assumption of any Excluded Liabilities requires any Approvals or Notifications, the Parties shall use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Emergent and Aptevo, neither Emergent nor Aptevo shall be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person, or agree to any material undertaking, in order to obtain or make such Approvals or Notifications.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Emergent BioSolutions Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.), Separation and Distribution Agreement (Aptevo Therapeutics Inc.)
Approvals and Notifications. (a) To the extent that the transfer or assignment of any Excluded Assets Asset or the assumption of any Excluded Liabilities Liability contemplated herein requires any Approvals or Notifications, the Parties shall will use their commercially reasonable efforts to obtain or make such Approvals or Notifications as soon as reasonably practicable; provided, however, provided that, except to the extent expressly provided in this Agreement or any of the Ancillary Agreements or as otherwise agreed between Emergent and Aptevothe Parties, neither Emergent nor Aptevo shall Party will be obligated to contribute capital or pay any consideration in any form (including providing any letter of credit, guaranty or other financial accommodation) to any Person, or agree to any material undertaking, Person in order to obtain or make such Approvals or Notifications.
Appears in 3 contracts
Samples: Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Cognyte Software Ltd.), Separation and Distribution Agreement (Sunpower Corp)