Efforts Standard. AHL, on the one hand, and AGM, on the other hand, will cooperate and consult with the other and use commercially reasonable efforts to prepare and file, or cause to be prepared and filed, all necessary documentation, to effect all necessary applications, notices, petitions, filings and other documents, and to obtain all necessary permits, consents, orders, approvals and authorizations of, or any exemption by, all third parties and Governmental Entities, and the expiration or termination of any applicable waiting periods, necessary or advisable to consummate the Transactions, and to perform the covenants contemplated by this Agreement. AHL and AGM will have the right to review in advance, and to the extent practicable each will consult with the other, in each case subject to applicable Laws relating to the exchange of information, all the information relating to such other party, and any of their respective Affiliates, which appears in any filing made with, or written materials submitted to, any third party or any Governmental Entity in connection with the transactions to which it will be party contemplated by this Agreement. In exercising the foregoing right, each of the parties hereto agrees to act reasonably and as promptly as practicable. Each party hereto agrees to keep the other party apprised of the status of matters referred to in this Section 5.1. AHL and AGM shall promptly furnish the other with copies of all written communications received by it or its Subsidiaries from, or delivered by any of the foregoing to, any Governmental Entity in respect of the Transactions. AHL and AGM shall each timely file any filings and notices required by the SEC or applicable Law with respect to the Transactions. For the avoidance of doubt, the efforts required by this Section 5.1 shall not require, or be construed to require, any Specified Party, Fund or Portfolio Company to (A) agree to sell, hold separate, divest, discontinue or limit, before or after the Closing Date, any assets, businesses or interest in any of their respective assets or businesses, or (B) any conditions relating to, or changes or restriction in, the operations of any such assets or businesses; provided that the inclusion of a reference to any action in this sentence shall not imply that commercially reasonable efforts would require a party to take any such action. Notwithstanding anything contained herein to the contrary, nothing in this Agreement shall require AGM or its Affiliates to take a...
Efforts Standard. Purchaser shall, and shall cause each other member of the Purchaser Rights Group to, use Commercially Reasonable Efforts to (i) [***] and (ii) [***]. Sellers acknowledge and agree that, subject only to the foregoing requirement to use Commercially Reasonable Efforts, (A) Purchaser has the exclusive right to own, operate, use, license, research, develop and otherwise commercialize the Acquired Assets and Products in any way that the Purchaser and its Affiliates deem appropriate, in their sole discretion, including the determination of whether or not to develop or commercialize a Product or the indications for which a Product may be developed or commercialized, (B) there is no assurance that the Milestone Payments will become payable, (C) Purchaser and its Affiliates owe no fiduciary duty to Sellers or their Affiliates, and each of them hereby expressly waives any such fiduciary duty if any such duty were to exist, and (D) without limiting any express provisions of this Agreement, the parties intend the express provisions of this Agreement (including the definition of “Commercially Reasonable Efforts” where such term is expressly applicable) to govern their contractual relationship and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by any court or other Governmental Authority.
Efforts Standard. Notwithstanding anything in this Agreement to the contrary, (i) there is no assurance that any Contingent Payments will become due hereunder, (ii) Parent has not promised or projected any amounts to be paid in respect of any Regulatory Milestones or Sales Milestones, and the Company Stockholders have not relied on any statements or information provided by Parent with respect to the potential sales or value of Products, (iii) Parent owes no fiduciary duty to the Company Stockholders, and the Company Stockholders hereby expressly waive any fiduciary duty of Parent to the Company Stockholders, and (iv) the parties intend the express provisions of this Agreement (including the definition of “Commercially Reasonable and Diligent Efforts” where such term is expressly applicable) to govern their contractual relationship and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by any court or other Governmental Authority.
Efforts Standard. Notwithstanding Section 2.8(d), nothing herein or elsewhere shall constitute a guarantee by the Buyer of the achievement of any or all of the Net Sales Milestone Events or the payment of any or all of the Net Sales Milestone Payments. Neither the Buyer nor any of its Affiliates or any of its or their respective representatives has made any representation or warranty whatsoever, express or implied, regarding the Net Sales Milestone Payments, the Net Sales Milestone Events or the achievement thereof, and no Person has relied on any projections, estimates, forecasts, business plans or other information provided by the Buyer with respect to any of the foregoing or otherwise. (f) [***] (g)
Efforts Standard. Except as otherwise set forth the Agreement or in this Appendix B, following the Closing, the Parties intend the express provisions of the Agreement and this Appendix B (including the definition of “Commercially Reasonable Efforts” where such term is expressly applicable) to govern their contractual relationship and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by any court or other Governmental Authority.
Efforts Standard. The parties intend the definition of “Commercially Reasonable Efforts” where such term is expressly applicable to govern their contractual relationship and to supersede any standard of efforts that might otherwise be imposed by applicable Law.
Efforts Standard. Except as otherwise expressly set forth in the Agreement or in this Exhibit A, following the Closing, the parties intend the express provisions of the Agreement and this Exhibit A (including the definition of “Commercially Reasonable Efforts” where such term is expressly applicable) to govern their contractual relationship with respect to the subject matter of this Exhibit A and to supersede any standard of efforts or implied covenant of good faith and fair dealing that might otherwise be imposed by Applicable Law.
