Common use of Best Efforts; Further Assurances Clause in Contracts

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to consummate the transactions contemplated by the Transaction Documents to which the Seller or the Purchaser, as applicable, is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, the Purchaser and the Seller agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by any Transaction Document to which the Seller or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Date. (b) The Seller and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) Without limiting any other obligation of the Seller under this Purchase and Sale Agreement, the Seller shall comply with all Applicable Laws with respect to the Transaction Documents to which it is party, the Counterparty Agreement, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation of which would be a Material Adverse Change. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would (i) be a Material Adverse Change or (ii) reasonably be expected to conflict with the Transaction Documents or serve or operate to limit, circumscribe or alter any of the Purchaser’s rights under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of this Section 5.3(d) shall be governed by Section 5.5.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to consummate the transactions contemplated by the Transaction Documents to which the Seller or the Purchaser, as applicable, is party, including to (i) perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, the Purchaser and the Seller agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (iii) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by any Transaction Document to which the Seller or the Purchaser, as applicable, is party, (iiiii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of permitted by the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereofTransaction Documents), (iiiiv) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests interest granted pursuant to Sections 2.1(e) and 2.1(f), the Protective Rights Agreement and (ivv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Date. (b) The Seller and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) Without limiting any other obligation of The Seller and the Seller under this Purchase and Sale AgreementPurchaser shall comply, the Seller shall comply as applicable, with all Applicable Laws with respect to each of the Transaction Documents to which it is partyDocuments, the Counterparty License Agreement, the Counterparty Consent, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, in each case the violation of which would be result in a Material Adverse Change. (d) The Seller and the Purchaser shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would (i) be a Material Adverse Change or (ii) reasonably be expected to conflict with the Transaction Documents or or, with respect to the Seller, serve or operate to limit, limit or circumscribe or alter any of the Purchaser’s rights under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, in each case in a manner which would result in a Material Adverse Change. (e) The Seller shall not amend, modify, supplement, restate, cancel, terminate or grant a waiver under any INFI Third Party Agreement in any manner that would materially and adversely affect the Purchased Assets or otherwise adversely affect the timing, amount or duration of the Royalties, in each case without the prior written consent of the Purchaser. (f) The Seller and the Purchaser acknowledge and agree that the Counterparty has the right, pursuant to Section 7.3 of the Counterparty License Agreement, to prosecute and maintain certain of the Patents set forth on Exhibit D and that the Counterparty has, pursuant to Section 7.5 of the Counterparty License Agreement, certain rights with respect to third party infringement of certain of the Patents set forth on Exhibit D. With respect to such Patents that are listed in the Orange Book with respect to the Licensed Product in the United States or any equivalent of such Patent in France, Germany, Italy, Spain, the United Kingdom or Japan (each such Patent, an “Orange Book Patent” and each such country, a “Major Market Country”), then (1) solely to the extent that (A) Seller is obligated to prosecute and maintain such Orange Book Patent in such Major Market Country pursuant to Section 7.3.1(c) of the Counterparty License Agreement, or (B) Counterparty notifies Seller of its decision not to prosecute and maintain such Orange Book Patent in such Major Market Country in accordance with Section 7.3.1(d)(i) of the Counterparty License Agreement, then, subject to the INFI Third Party Agreements, the Seller shall notify the Purchaser thereof and, at the Purchaser’s request and expense (including the Purchaser’s payment of the Seller’s relationship with Counterparty reasonable attorney’s fees, if any, in respect connection therewith), use commercially reasonable efforts to prepare, execute, deliver and file any and all agreements, documents or instruments which are reasonably necessary to prosecute and maintain such Orange Book Patent in such country or (2) there is a third party infringement of such Orange Book Patent in such Major Market Country, then subject to Counterparty’s rights and obligations thereto under Section 7.4 of the Counterparty License Agreement, and, subject matter to the INFI Third Party Agreements, the Seller shall notify the Purchaser thereof and, at the Purchaser’s request and expense (including the Purchaser’s payment of the Seller’s reasonable attorney’s fees, if any, in connection therewith), use commercially reasonable efforts to prepare, execute, deliver and file any and all agreements, documents or instruments which are reasonably necessary to defend or assert such Orange Book Patent against significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in such country (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment of non-infringement or non-interference). The Seller shall keep the Purchaser informed of all such actions taken at the Purchaser’s request with respect to such Orange Book Patent in such Major Market Country and the Purchaser shall have the opportunity to participate and meaningfully consult with the Seller with respect to the direction thereof and the Seller shall consider the Purchaser’s comments in good faith. All out-of-pocket third party expenses of the Seller (including reasonable attorney’s fees) incurred pursuant to this Section 5.3(d5.3(f) shall be governed promptly reimbursed by the Purchaser. (g) With respect to Orange Book Patents in the Major Market Countries, if Counterparty or the Seller terminates or provides written notice of termination of the Counterparty License Agreement (in whole or in part), or the Counterparty License Agreement otherwise terminates (in whole or in part), then, solely to the extent permitted by and subject to the survival provisions of the Counterparty License Agreement, any provisions of the INFI Third Party Agreements and any New Arrangement, the Seller shall notify the Purchaser thereof and, at the Purchaser’s request and expense (including the Purchaser’s payment of the Seller’s reasonable attorney’s fees, if any, in connection therewith), the Seller shall use commercially reasonable efforts to prepare, execute, deliver and file any and all agreements, documents or instruments which are reasonably necessary to (i) prosecute and maintain the Orange Book Patents in the Major Market Countries set forth on Exhibit D and (ii) defend or assert such Patents against significant infringement or interference by any other Persons, and against any claims of invalidity or unenforceability, in any jurisdiction (including by bringing any legal action for infringement or defending any counterclaim of invalidity or action of a third party for declaratory judgment or non-infringement or non-interference). The Seller shall keep the Purchaser informed of all such actions and the Purchaser shall have the opportunity to participate and meaningfully consult with the Seller with respect to the direction thereof and the Seller shall consider the Purchaser’s comments in good faith. All out-of-pocket third party expenses of the Seller (including reasonable attorney’s fees) incurred pursuant to this Section 5.55.3(g) shall be promptly reimbursed by the Purchaser.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws or desirable to consummate the transactions contemplated by the Transaction Documents to which the Seller this Agreement or the Purchaser, as applicable, is partyany Ancillary Agreement or other Closing Document, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, the Purchaser and the Seller agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to without limitation: (i) the subsequent transfer or assignment of any of the Assets (including without limitation any Contracts or Proprietary Rights) that were not transferred or assigned at the Closing; and (ii) obtaining any third-party consents to the transactions contemplated by this Agreement. Each party agrees to execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, desirable in order to consummate or implement expeditiously the transactions contemplated by any Transaction Document to which this Agreement, the Seller Ancillary Agreements or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing DateDocuments. (b) The Seller hereby constitutes and the Purchaser shall cooperate and provide assistance appoints, effective as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) Without limiting any other obligation of the Closing Date, Buyer and its successors and assigns as the true and lawful attorney of Seller under this Purchase and Sale Agreementwith full power of substitution in the name of Buyer or in the name of Seller, but for the Seller shall comply with all Applicable Laws with respect to the Transaction Documents to which it is party, the Counterparty Agreement, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation benefit of which would be a Material Adverse Change. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would Buyer (i) be a Material Adverse Change or to collect for the account of Buyer any Assets and (ii) reasonably be expected to conflict with the Transaction Documents institute and prosecute all proceedings which Buyer may in its sole discretion deem proper in order to assert or serve enforce any right, title or operate interest in, to limit, circumscribe or alter any of the Purchaser’s rights under the Transaction Documents (Assets, and to defend or the Purchaser’s ability to exercise compromise any such rights); providedand all actions, that the Seller’s relationship with Counterparty suits or proceedings in respect of the subject matter of this Section 5.3(d) Assets. Buyer shall be governed by Section 5.5entitled to retain for its own account any amounts collected pursuant to the foregoing powers, including any amounts payable as interest in respect thereof.

Best Efforts; Further Assurances. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. (a) Subject to Upon the terms and subject to the conditions of set forth in this Purchase and Sale Agreement, each party of the parties hereto (other than the Stockholders’ Representative) will use its reasonable best efforts to take, or cause to be taken, all actions actions, and to do, or cause to be done, all things necessary necessary, proper or advisable (including making any requisite filings or giving any requisite notices) under Applicable applicable Laws to consummate and make effective the transactions contemplated by this Agreement as expeditiously as practicable and to ensure that the Transaction Documents conditions set forth in Article VII are satisfied, insofar as such matters are within the control of any of them, including, without limitation, using reasonable best efforts to which the Seller or the Purchaserobtain, as applicable, is party, including prior to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, all consents of third parties as are necessary for the Purchaser and consummation of the Seller agree transactions contemplated hereby; provided, however, that, in connection with obtaining such third party consents, no Contract shall be amended to take, increase the amount payable by the Company or cause any of its Subsidiaries thereunder or otherwise to be takenmore burdensome in any material respect to the Company or any of its Subsidiaries, all actions unless, in each case, mutually agreed in writing by the Company and Buyer. Without limiting the generality of the foregoing and subject to doSection 6.2, or cause the Company, on the one hand, and Buyer and Merger Sub, on the other hand, shall each furnish to be done, all things the other such necessary under Applicable Laws to (i) execute information and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions reasonable assistance as may be necessary or desirable, or reasonably requested by the other party hereto, may reasonably request in order to consummate or implement expeditiously connection with the transactions contemplated by any Transaction Document to which the Seller or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Dateforegoing. (b) The Seller Each Party (other than the Stockholders’ Representative) shall use its reasonable best efforts to (i) promptly obtain all authorizations, consents, orders and approvals of all Governmental Entities that may be or become necessary or advisable for its execution and delivery of, and the Purchaser performance of its obligations pursuant to, this Agreement and the consummation of the transaction contemplated hereby, (ii) cooperate fully with the other Party in promptly seeking to obtain all such authorizations, consents, orders and approvals, and (iii) provide all such other information to any Governmental Entity as such Governmental Entity may request in connection herewith. Each Party (other than the Stockholders’ Representative) agrees to file promptly (but in no event later than five Business Days after the date of this Agreement) any premerger notification and report form under the HSR Act and related material required to be filed with the Federal Trade Commission and the Antitrust Division of the United States Department of Justice with respect to the Merger and the other transactions contemplated by this Agreement and to use its reasonable best efforts to obtain an early termination of the applicable waiting period. Each Party (other than the Stockholders’ Representative) shall cooperate supply as promptly as practicable to the appropriate Governmental Entities any additional information and provide assistance as reasonably documentary material that may be requested by them pursuant to the HSR Act. Each Party (other than the Stockholders’ Representative) agrees to make as promptly as practicable its respective filings and notifications, if any, under any other merger notification or control Laws of any other applicable jurisdiction, and to supply as promptly as practicable to the appropriate Governmental Entities any additional information and documentary material that may be requested by them pursuant to such merger notification or control Law. Except as required by applicable Law, neither the Company, on the one hand, nor Buyer or Merger Sub, on the other hand, may, without the consent of the other party heretoor parties (which consent shall not be unreasonably withheld), as applicable, (1) cause any such filing or submission applicable to it to be withdrawn or refiled for any reason, including to provide the applicable Governmental Entity with additional time to review any of the transactions contemplated by this Agreement, or (2) consent to any voluntary extension of any statutory deadline or waiting period or to any * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. voluntary delay of the consummation of the Merger or the other transactions contemplated by this Agreement at the expense behest of any Governmental Entity. Buyer shall pay 100% of any amounts due with respect to all fees and all other payments required to be paid to any Governmental Entity in order to obtain any such authorizations, consents, orders or approvals, and 50% of the amount of such other party hereto (except as otherwise set forth herein)fees and payments shall be deemed Transaction Expenses for purposes of this Agreement, so that each of Buyer and the Securityholders bears 50% of such fees and payments in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which event of the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the SellerClosing. (c) Without limiting the generality of the foregoing, each Party (other than the Stockholders’ Representative) shall use reasonable best efforts to take any and all steps necessary or advisable to avoid or eliminate each and every impediment under any antitrust, competition or trade regulation Law that may be asserted by any antitrust or competition Governmental Entity or any other obligation party so as to enable the parties hereto to consummate the Merger and the other transactions contemplated hereby as promptly as practicable, and in any event prior to the Termination Date. Notwithstanding any provision of this Agreement to the Seller under this Purchase and Sale Agreementcontrary, the Seller in no event shall comply with all Applicable Laws Buyer or any of its Affiliates be required to agree to divest, abandon, license, hold separate or take similar action with respect to any assets of the Transaction Documents to which it is partyCompany, any of the Counterparty AgreementCompany’s Subsidiaries, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation Buyer or any Affiliate of which would be a Material Adverse ChangeBuyer. (d) The Seller Each of Buyer and Merger Sub, on the one hand, and the Company, on the other hand, shall not enter into promptly notify the other of any contractcommunication it or any of its Affiliates or Representatives receives from any Governmental Entity relating to the matters that are the subject of this Agreement and permit the other to review reasonably in advance any proposed communication by it to any Governmental Entity relating to such matters. Except as required by applicable Law, agreement neither Buyer nor Merger Sub, on the one hand, nor the Company, on the other hand, shall agree to participate in any meeting with any Governmental Entity in respect of any filings, investigation (including any settlement of the investigation), litigation or other legally binding arrangement (whether written inquiry relating to the matters that are the subject of this Agreement unless it consults with the other in advance and, to the extent permitted by such Governmental Entity, gives the other the opportunity to attend and participate at such meeting. Buyer and Merger Sub, on the one hand, and the Company, on the other hand, shall reasonably coordinate and cooperate with each other in exchanging such information and providing such assistance as the other may reasonably request in connection with the foregoing and in seeking early termination of any applicable waiting periods, including under the HSR Act. Buyer and Merger Sub, on the one hand, and the Company, on the other hand, will provide each other with copies of all correspondence, filings or oral)communications between them or any of their respective Affiliates and Representatives, on the one hand, and any Governmental Entity or grant any right members of its staff, on the other hand, with respect to any other Personthis Agreement and the transactions contemplated by this Agreement; provided, in any case however, that would such materials may be redacted (i) be a Material Adverse Change or to remove references concerning the valuation of the business of the Company and its Subsidiaries, (ii) reasonably be expected as necessary to conflict comply with contractual arrangements as of the date hereof, and (iii) as necessary to address reasonable attorney-client or other privilege or confidentiality concerns, to the extent that that such attorney-client or other privilege or confidentiality concerns are not governed by a common interest privilege or doctrine. * Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Transaction Documents or serve or operate Securities and Exchange Commission. (e) In case at any time after the Effective Time any further action is necessary to limitcarry out the purposes of this Agreement, circumscribe or alter any each of the Purchaser’s rights under parties to this Agreement shall take or cause to be taken all such necessary action, including the Transaction Documents (execution and delivery of such further instruments and documents, as may be reasonably requested by any Party for such purposes or otherwise to consummate the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of transactions contemplated by this Section 5.3(d) shall be governed by Section 5.5Agreement.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto will use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to consummate and implement the transactions contemplated by the Transaction Documents to which any member of the Seller Group or the Purchaser, as applicable, is party, including to (i) perfect the sale, contribution, assignment, transfer, transfer and conveyance and granting of the Purchased Assets to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, the Purchaser and the Seller agree to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (iii) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, in order to consummate or implement expeditiously the transactions contemplated by any Transaction Document to which any member of the Seller Group or the Purchaser, as applicable, is partyparty (including satisfaction of the closing conditions set forth in Section 6.2 and Section 6.3), (iiiii) to the extent permissible under Applicable Law, perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and pursuant to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(eTransaction Documents) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which any member of the Seller Group or the Purchaser, as applicable, is party, including following the Closing Date. (b) The Seller Group and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller Group (for itself or on behalf of any Seller Sellers Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the SellerSeller Group. (c) Without limiting any other obligation of the The Seller under this Purchase and Sale Agreement, the Seller Group shall comply with all Applicable Laws with respect to the Transaction Documents to which it is party, the Counterparty License Agreement, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation of which would be have a Material Adverse ChangeEffect. (d) The No member of the Seller Group shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would (i) be result in a Material Adverse Change Effect or (ii) reasonably be expected to conflict with the Transaction Documents or serve or operate to limit, limit or circumscribe or alter any of the Purchaser’s rights under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of this Section 5.3(d) shall be governed by Section 5.5.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto Buyer and Sellers will use its reasonable their best efforts to take, or cause to be takentaken (including by causing any Affiliates to take actions), all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (i) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (ii) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the Transaction Documents transactions contemplated by this Agreement; provided that the parties hereto understand and agree that the best efforts of Buyer shall not be deemed to which include (x) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Governmental Authority in connection with the Seller transactions contemplated hereby or (y) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its or the PurchaserCompany’s or any of its Subsidiaries’ businesses, as applicable, is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting of the Purchased Assets assets or properties. Subject to the Purchaser pursuant foregoing sentence, Sellers and Buyer agree, and Sellers, prior to this Purchase and Sale Agreement. Following the Closing, and Buyer, after the Purchaser and the Seller Closing, agree to takecause the Company and each of its Subsidiaries, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, desirable in order to consummate or implement expeditiously the transactions contemplated by any Transaction Document to which the Seller or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Datethis Agreement. (b) The Seller In furtherance and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), not in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) Without limiting any other obligation limitation of the Seller under this Purchase foregoing, each of Buyer and Sale Agreement, Sellers shall make an appropriate filing of a Notification and Report Form pursuant to the Seller shall comply with all Applicable Laws HSR Act with respect to the Transaction Documents to which it is party, the Counterparty Agreement, the Purchased Assets transactions contemplated hereby as promptly as practicable and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation of which would be a Material Adverse Change. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would event within ten (i10) be a Material Adverse Change or (ii) reasonably be expected to conflict with the Transaction Documents or serve or operate to limit, circumscribe or alter any Business Days of the Purchaser’s rights date hereof and supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of this Section 5.3(d) shall be governed by Section 5.5HSR Act as soon as practicable.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto Buyer and Sellers will use its reasonable their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Laws applicable laws and regulations to consummate the transactions contemplated by the Transaction Documents, including, without limitation, the taking of any and all steps necessary to avoid or eliminate any impediment under any antitrust, competition or trade regulation law that may be asserted by any Governmental Entity with respect to the transactions contemplated by the Transaction Documents so as to which the Seller or the Purchaserenable consummation thereof to occur as soon as reasonably possible, as applicableincluding, is partywithout limitation, including to perfect the sale, contributiondivestiture or disposition of such assets of Buyer, assignmentits Affiliates or the RJRI Group as may be required in order to avoid the entry of, transferor to effect the dissolution of, conveyance and granting any injunction, temporary restraining order or other order in any suit or proceeding which would otherwise have the effect of preventing or delaying the consummation of the Purchased Assets transactions contemplated by the Transaction Documents. (b) Sellers and Buyer agree to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, the Purchaser cause each member of Sellers' Group and the Seller agree RJRI Group, as the case may be, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents. Without limiting the generality of the foregoing, (i) Sellers will use their best efforts to convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered to Buyer or any Transaction Document to which the Seller or the Purchaserof its designated Affiliates, as applicablesoon as practicable, is partyany and all assets or liabilities included in the April 30 Balance Sheet and May 31 Balance Sheet that shall not have been directly or indirectly transferred, assigned and delivered to Buyer or any of its designated Affiliates at the Closing and (ii) perfectBuyer will use its best efforts to assume, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in and to the Purchased Assets free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), and (y) the Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Date. (b) The Seller and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any cause one of its Affiliates or controlling persons or any of their respective officersto assume, directors, equityholders, controlling persons, managers, agents or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Sellerliabilities. (c) Without limiting any other obligation of the Seller under this Purchase and Sale Agreement, the Seller shall comply with all Applicable Laws with respect to the Transaction Documents to which it is party, the Counterparty Agreement, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation of which would be a Material Adverse Change. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oral), or grant any right to any other Person, in any case that would (i) be a Material Adverse Change or (ii) reasonably be expected to conflict with the Transaction Documents or serve or operate to limit, circumscribe or alter any of the Purchaser’s rights under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of this Section 5.3(d) shall be governed by Section 5.5.

Best Efforts; Further Assurances. (a) Subject to the terms and conditions of this Purchase and Sale Agreement, each party hereto Buyer and Seller will use its reasonable best efforts to take, or cause to be takentaken (including by their respective Affiliates), all actions and to do, or cause to be donedone (including by their respective Affiliates), all things necessary or desirable under Applicable Laws to consummate the transactions contemplated by this Agreement, including (x) preparing and filing as promptly as practicable with any Governmental Authority or other third party all documentation to effect all necessary filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and (y) obtaining and maintaining all approvals, consents, registrations, permits, authorizations and other confirmations required to be obtained from any Governmental Authority or other third party that are necessary, proper or advisable to consummate the transactions contemplated by this Agreement; provided that: (i) the parties hereto understand and agree that the reasonable best efforts of Buyer under this ‎Section 5.03 only shall be deemed to include taking, and causing its Affiliates to take, all actions necessary or appropriate to avoid or eliminate each and every impediment under any Antitrust Laws so as to enable the consummation of the transactions contemplated by this Agreement and the other Transaction Documents Agreements to occur as soon as reasonably possible (and in any event prior to the End Date), including: (A) entering into any settlement, undertaking, consent decree, stipulation or agreement with or required by any Governmental Authority in connection with the transactions contemplated hereby; (B) proposing, negotiating, committing to and effecting, by consent decree, hold separate order or otherwise, the sale, divestiture or disposition of businesses, product lines or assets of Buyer, any of its Affiliates, those of any Company or one or more Companies; (C) terminating existing relationships, contractual rights or obligations of Buyer or its Affiliates (including those of any Company); (D) otherwise taking or committing to take actions that after the Closing Date would limit Buyer’s or its Affiliates’ (including any Company’s) freedom of action with respect to, or its ability to retain or exercise rights of ownership or control with respect to, one or more of the businesses, product lines or assets of Buyer or its Affiliates (including any Company) (each of the foregoing described in any of ‎Section 5.03(a)(i)(A) through ‎(D) a “Regulatory Concession”); (E) defending any Action (including by appeal if necessary) that challenges any of the transactions contemplated by this Agreement or the other Transaction Agreements or which would otherwise prohibit, materially delay or materially impair the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements; (F) seeking to have lifted, vacated or reversed any stay, injunction, temporary restraining order or other restraint entered by any Governmental Authority with respect to this Agreement or the other Transaction Agreements or the transactions contemplated hereby or thereby; and (G) without limiting the generality of ‎Section 5.01(b), not taking any action (including the acquisition by it or any of its Affiliates of any interest in any Person that derives revenues from products, services or lines of business similar to the products, services or lines of business of any Company) if such action would make it more likely that there would arise any impediments under any Antitrust Laws that may be asserted by any Governmental Authority to the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements as promptly as reasonably practicable or that would result in any delay of the Closing; and (ii) notwithstanding anything in this Agreement to the contrary, Buyer shall control the strategy for obtaining all consents, approvals, or waivers that may be sought from any Governmental Authority pursuant to this ‎Section 5.03, including by directing the timing, nature and substance of any filings, forms, statements, commitments, submissions and communications contemplated by or made in accordance with this ‎Section 5.03, as well as the manner in which to contest or otherwise respond, by litigation or otherwise, to objections to, or Actions challenging, the consummation of the transactions contemplated by this Agreement; provided that Buyer shall (A) consult with Seller in advance of any material conversation with any such Governmental Authority, to the extent reasonably practicable and (B) give Seller the opportunity to participate in such discussions, negotiations or Actions to the extent not prohibited by Applicable Law. (b) If requested by Buyer, Seller shall cause the Companies to agree to any Regulatory Concession; provided that (i) none of Seller’s Affiliates shall be required to make any Regulatory Concession and (ii) none of Seller or the Purchaser, as applicable, Companies shall be required to agree to any Regulatory Concession that is party, including to perfect the sale, contribution, assignment, transfer, conveyance and granting not conditioned upon consummation of the Purchased Assets transactions contemplated by this Agreement. (c) Seller and Buyer agree, and Seller, prior to the Purchaser pursuant to this Purchase and Sale Agreement. Following the Closing, and Buyer, after the Purchaser and the Seller Closing, agree to takecause the Companies, or cause to be taken, all actions and to do, or cause to be done, all things necessary under Applicable Laws to (i) execute and deliver such other documents, certificates, instruments, agreements and other writings and to take such other actions as may be necessary or desirable, or reasonably requested by the other party hereto, desirable in order to consummate or implement expeditiously the transactions contemplated by this Agreement. In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby as promptly as practicable and in any Transaction Document to which event within five (5) Business Days of the Seller or the Purchaser, as applicable, is party, (ii) perfect, protect, more fully evidence, vest and maintain in (x) the Purchaser good, valid and marketable rights and interests in date hereof and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Purchased Assets free HSR Act and clear of to take all Liens (other than those Liens created in favor actions necessary to cause the expiration or termination of the Purchaser and applicable waiting periods under the HSR Act as soon as practicable (including, unless Seller agrees otherwise, requesting the early termination thereof). All filing fees incurred by Sections 2.1(e) and 2.1(f) hereof), and (y) the Buyer or Seller good, valid and marketable rights and interests in and to the Excess Royalties free and clear of all Liens (other than those Liens created in favor of the Purchaser and the Seller by Sections 2.1(e) and 2.1(f) hereof), (iii) create, evidence and perfect each of the Purchaser’s and Seller’s first priority back-up security interests granted pursuant to Sections 2.1(e) and 2.1(f), and (iv) enable the Purchaser to exercise or enforce any of the Purchaser’s rights under any Transaction Document to which the Seller or the Purchaser, as applicable, is party, including following the Closing Date. (b) The Seller and the Purchaser shall cooperate and provide assistance as reasonably requested by the other party hereto, at the expense of such other party hereto (except as otherwise set forth herein), in connection with any litigation, arbitration, investigation or other proceeding (whether threatened, existing, initiated or contemplated prior to, on or after the date hereof) to which the other party hereto, any of its Affiliates or controlling persons or any of their respective officers, directors, equityholders, controlling persons, managers, agents Affiliates in connection with causing the expiration or employees is or may become a party or is or may become otherwise directly or indirectly affected or as to which any such Persons have a direct or indirect interest, in each case relating to any Transaction Document, the Purchased Assets or the transactions described herein or therein but in all cases excluding any litigation brought by the Seller (for itself or on behalf of any Seller Indemnified Party) against the Purchaser or brought by the Purchaser (for itself or on behalf of any Purchaser Indemnified Party) against the Seller. (c) Without limiting any other obligation termination of the Seller applicable waiting periods under this Purchase and Sale Agreementthe HSR Act, the Seller shall comply with all Applicable Laws with respect to the Transaction Documents to which it is party, the Counterparty Agreement, the Purchased Assets and all ancillary agreements related thereto, the First Agreement and the Second Agreement, the violation of which would be a Material Adverse Changeborne by Buyer. (d) The Seller shall not enter into any contract, agreement or other legally binding arrangement (whether written or oralSubject to Applicable Law relating to the sharing of information and ‎Section 5.03(a)(ii), or grant any right to any other Person, in any case that would each party hereto shall (i) be a Material Adverse Change furnish the other party with copies of all documents (except documents or portions thereof for which confidential treatment has been requested or given) and correspondence (A) prepared by or on behalf of such party for any Governmental Authority and affording the other party opportunity to comment and participate in responding, where appropriate; and (B) received by or on behalf of such party from any Governmental Authority, in each case in connection with any such consent, authorization, order or approval and (ii) use commercially reasonable efforts to consult with and keep the other party hereto informed as to the status of such matters. Each of Seller and Buyer shall not, and shall cause its Affiliates not to, take, refrain from taking or cause to be taken any action (including, for the sake of clarity, any other acquisition or investment) that it is aware or should reasonably be expected to conflict with aware would have the Transaction Documents effect of delaying, impairing or serve impeding the receipt of any consent, authorization, order or operate to limit, circumscribe or alter approval of any of the Purchaser’s rights under the Transaction Documents (or the Purchaser’s ability to exercise any such rights); provided, that the Seller’s relationship with Counterparty in respect of the subject matter of this Section 5.3(d) shall be governed by Section 5.5Governmental Authorities.