Common use of Efforts to Close Clause in Contracts

Efforts to Close. (a) GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto.

Efforts to Close. (a) GenVec Through the Closing Date, subject to the terms and Diacrin shall each use its commercially reasonable effortsconditions herein provided, the Parties will, and Diacrin shallwill cause the respective Subsidiaries within their control to, use Commercially Reasonable Efforts to take all reasonable actions and do all reasonable things necessary, proper or advisable, under Applicable Laws, Contract or otherwise to consummate and make effective, as soon as reasonably practicable, the Contemplated Transactions, including the satisfaction of all conditions thereto set forth herein. Such actions shall include using their Commercially Reasonable Efforts to obtain the consents, authorizations and approvals of all non-governmental third parties and Governmental Authorities whose consent is reasonably necessary to effectuate the Contemplated Transactions (including the Governmental Conditions and Third-Party Conditions) and to reasonably promptly make all necessary filings, and thereafter make any other required submissions, with respect to this Agreement, any Related Agreement and the Contemplated Transactions required under any Contract or Applicable Law. Without limitation to the extent within its controlforegoing, cause through to the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to Closing Date (i) furnish such information as may the Parties shall be required obliged to keep each other reasonably informed of the steps taken in compliance with this Section 6.4 and the progress toward satisfying the of the closing conditions set forth in Article VIII including by communicating with each other on a regular basis with respect to progress made to date in respect of satisfaction of any and all of the closing conditions set forth in Article VIII and any issues arising in connection with the preparation of the documents referred therewith which might reasonably be expected to in Section 4.2 above, delay or prevent such satisfaction; and (ii) take or cause in relation to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take Condition, if the Purchaser or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVecSellers, as the case may be, requests that it do so, the Sellers or the Purchaser, as applicable, will use all Commercially Reasonable Efforts to comply provide the requesting party with or satisfy access to the Governmental Authority responsible for such Governmental Condition for the purposes of fulfilling such Governmental Condition and provide such information in connection with any covenant, condition or agreement to be complied application in connection with or satisfied by it hereunder, and each that Governmental Condition as the requesting party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party heretoreasonably request.

Efforts to Close. (a) GenVec Subject to the terms and Diacrin conditions of this Agreement, the Company and Parent shall use all reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations 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 transactions contemplated by this Agreement. (b) In furtherance and not in limitation of the foregoing, each of Parent and the Company shall make an appropriate filing of a Notification and Report Form pursuant to the HSR Act with respect to the transactions contemplated hereby (the "Notification and Report Form") as promptly as practicable and use its their commercially reasonable efforts, and Diacrin shall, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable best efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such file the Notification and Report Form within fifteen (15) Business Days of the date of this Agreement, (ii) supply as promptly as practicable any additional information as and documentary material that may be required in requested pursuant to the HSR Act, and (iii) take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. In connection with all filings made under the preparation HSR Act, each of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (c) In furtherance and not in limitation of the documents referred foregoing, if applicable, each of Parent and the Company shall make any appropriate filings pursuant to in Section 4.2 abovethe applicable foreign antitrust laws, rules and regulations ("Foreign Antitrust Laws") with respect to the transactions contemplated hereby as promptly as practicable after the date hereof and use their commercially reasonable best efforts to (i) supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the Foreign Antitrust Laws, and (ii) take all other actions necessary to cause the expiration or cause to be taken all action necessary or desirable on its part so as to permit consummation termination of the Merger at applicable waiting periods under the earliest possible dateForeign Antitrust Laws as soon as practicable. In connection with all filings made under the Foreign Antitrust Laws, includingeach of Parent and the Company shall in good faith reasonably cooperate and consult with each other. (d) In furtherance and not in limitation of the foregoing, without limitationif applicable, (1) obtaining each of Parent and the consent or Company shall as promptly as practicable after the date hereof use their commercially reasonable best efforts to make any appropriate filings necessary to, and shall obtain approval of each individualthis Agreement, partnership, corporation, association or other business or professional entity whose consent or the Merger and the transactions contemplated by this Agreement by the Federal Communication Commission and the Public Utilities Commissions of any state in which such approval is required for consummation (the "CLEC Approvals"). In connection with all filings made in connection with CLEC Approvals, each of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement Parent and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(aCompany shall in good faith reasonably cooperate and consult with each other (e) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect Notwithstanding anything in this Agreement to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVeccontrary, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty nothing contained in this Agreement shall be deemed to be untrue require Parent or inaccurate in the Company or any material respect at Subsidiary or Affiliate thereof to (i) litigate or agree to litigate against any time from the date hereof to the Closing Date and governmental entity or (ii) take or agree to take any Action of Divestiture (as defined below). For purposes of this Agreement, an "Action of Divestiture" shall mean (i) making proposals, executing or carrying out agreements or submitting to legal requirements providing for the license, sale or other disposition or holding separate (through the establishment of a trust or otherwise) of any assets or categories of assets that are material failure to Parent, the Company or any of Diacrin their respective Subsidiaries or GenVecthe holding separate of Company capital stock or imposing or seeking to impose any limitation on the ability of Parent, as the case may beCompany or any of their respective Subsidiaries, to comply with conduct their respective businesses or satisfy own such assets or to acquire, hold or exercise full rights of ownership of the Company's business or (ii) otherwise taking any covenantstep to avoid or eliminate any impediment which may be asserted under any legal requirement governing competition, condition monopolies or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party heretorestrictive trade practices.

Efforts to Close. (a) GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, Subject to the extent within its controlconditions herein provided, cause each of the Diacrin Subsidiary parties hereto agrees to use its commercially reasonable best efforts (not to require the payment of any moneytake, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken taken, all action necessary and to do, or desirable on its part so cause to be done, all things necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions contemplated by this Agreement and to permit consummation of cause the Merger at the earliest possible dateconditions to Closing set forth in Article VIII hereof to occur, including, without limitation, cooperating with each other, using reasonable best efforts to obtain all necessary waivers, consents and approvals and effecting all necessary registrations and filings, including, without limitation: (1i) obtaining the consent consents set forth on SCHEDULE 4.5 hereto; (ii) Delta or approval Purchaser submitting a report and notice to the Israeli Corporate and Securities Authorities and the shareholders of Delta if and as required under Israeli corporate and securities laws; and (iii) submitting information requested by governmental authorities. In furtherance and not in limitation of the foregoing, each individualparty hereto agrees to supply as promptly as practicable any additional information and documentary material that may be requested by a governmental authority pursuant to the H-S-R Act and use its reasonable best efforts to take, partnershipor cause to be taken, corporationall other actions consistent with this Section 7.4 necessary to cause the expiration or termination of the applicable waiting periods under the H-S-R Act as soon as practicable; provided that the failure to cause a condition to Closing to occur shall not be a breach of this Agreement unless the failure results from a party's failure to use its reasonable best efforts to cause such condition to occur. (b) Each of the Company and Delta shall, association in connection with the efforts referenced in Section 7.4(a) hereof to obtain all requisite approvals and authorizations for the transactions contemplated by this Agreement under the H-S-R Act or any other Antitrust Law, use its reasonable best efforts to: (i) cooperate in all respects with each other in connection with any filing or submission and in connection with any investigation or other business inquiry, including any proceeding initiated by a private party; and (ii) keep the other party informed in all material respects of any material communication received by such party from or professional entity whose consent given by such party to, the Federal Trade Commission (the "FTC"), the Antitrust Division of the Department of Justice (the "DOJ") or approval is required for consummation any other governmental entity, and of any material communication received or given in connection with any proceeding by a private party, in each case regarding any of the transactions contemplated hereby, ; and (2iii) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of review any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto.material

Efforts to Close. (a) GenVec Each Party shall take all such actions as are within its power and Diacrin shall each otherwise use its commercially reasonable efforts, and Diacrin shall, best efforts to satisfy (or cause the satisfaction of) the Closing Conditions in Article 8 to the extent that such is within its control, and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to complete the Diacrin Subsidiary to use its commercially reasonable efforts (transactions contemplated hereby as soon as reasonably practicable following the date hereof, and not to require take or agree to take any action that would reasonably be expected to delay or prevent the payment consummation of any moneythe transactions contemplated by this Agreement, other than reimbursement including taking all such actions as are necessary in respect of minor outthe following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-ofClosing Transactions and the Newmont Pre-pocket expensesClosing Transactions; (d) during the Interim Period, causing the JV Company to any third party), to (i) furnish do all such information things as may be necessary or advisable in order to give effect to the transactions contemplated in this Agreement; (e) obtaining or cooperating in obtaining all necessary waivers, consents and approvals required to be obtained to consummate the transactions contemplated hereby; (f) effecting or cooperating in effecting all necessary registrations and filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the preparation transactions contemplated hereby and participating and appearing in any required proceeding before Governmental Authorities in connection herewith; (g) opposing, lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the documents referred Parties to in Section 4.2 aboveconsummate, the transactions contemplated under this Agreement; (i) cooperating to split, replace or otherwise modify Contracts applicable to the operations of both the Newmont Contributed Assets and other operations of Newmont, and (ii) take or cause if requested by Newmont, negotiating in good faith to be taken all action implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and Xxxxxx mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain any necessary or desirable on its part so as to permit consummation third party valuations of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation Newmont Contributed Assets and of the transactions Barrick Contributed Assets for Xxxxxxx’x use and Newmont’s use, in recording the accounting impacts associated with the transaction contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan joint venture formed in connection herewith; and (j) otherwise cooperating with the other Party in connection with the performance by such other Party of Mergerits obligations hereunder. For greater clarity, that would materially delay such completion, the foregoing shall in no way condition or that would adversely affect qualify the qualification covenants of the Merger or as a reorganization within Parties set out herein and the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the Parties’ respective obligations to consummate the Merger of, any party heretoperform such covenants.

Efforts to Close. (a) GenVec Except as set forth in Section 6.2(a), and Diacrin shall subject to Section 6.3(c), (i) each of Parent and MergerSub on the one hand, and Apple and its Subsidiaries on the other, will use its commercially reasonable effortsbest efforts to cause all of the conditions, and Diacrin shallas specified in Article VII, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation obligations of the documents referred other party to in Section 4.2 aboveconsummate the Transactions to be met as soon as practicable after the date of this Agreement, and (ii) each of Parent and MergerSub will not take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects reasonably be expected to have, with respect to actions of completing the Merger pursuant to this Reorganization Agreement and the Plan of MergerParent or MergerSub, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Parent Material Adverse Effect on either of the partiesEffect. (b) Diacrin Subject to Schedule 6.3(b) and Section 6.3(c), each of Parent, MergerSub and Apple and their respective Subsidiaries will use its reasonable best efforts to obtain, as soon as practicable, the Authorizations and third-party consents that may be or become necessary for the performance of its respective obligations under this Agreement and the consummation of the Transactions and will cooperate fully with each other in promptly seeking to obtain such Authorizations and third-party consents, except that no such party hereto will be required to make any material expenditures in connection with its obligations under this Section 6.3, except as required by Section 6.2. (c) Notwithstanding anything to the contrary in the Agreement, no Affiliates of Parent (other than MergerSub) shall give prompt notice be prohibited or otherwise restricted in any manner pursuant to GenVecthis Agreement from consummating or agreeing, and GenVec shall give prompt notice committing or offering to Diacrinconsummate, any purchase, sale, lease or other acquisition, transfer or disposition of (i) the occurrenceany properties or assets, whether tangible or failure to occurintangible, of any event kind, nature or character, real, personal or mixed, wherever located, including, for the avoidance of doubt, any securities or assets of another company or business that competes with Apple; provided, however, that neither Parent nor MergerSub shall (and Parent and MergerSub shall cause the Equity Funding Parties and the controlled Affiliates thereof (which, for this purpose, shall not include any Person with respect to which occurrence the Equity Funding Parties do not either own a majority of the voting securities or failure would be likely have the right, by contract or otherwise, to cause designate or appoint a majority of the board of directors or equivalent body) not to) take any representation or warranty contained of the actions described above in this Agreement Section 6.3(c) to be untrue or inaccurate the extent that such actions prevent the condition in any material respect at any time Section 7.1(c) from being satisfied no later than the date hereof set forth in Section 8.1(e) (as determined after taking into account any divestitures or other actions that Parent, MergerSub, the Equity Funding Parties and/or the controlled Affiliates thereof (as described above) indicate in good faith in writing to Apple that they intend to and can reasonably be expected to undertake prior to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this date set forth in Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto8.1(e)).

Efforts to Close. (a) GenVec Each Party shall take all such actions as are within its power and Diacrin shall each otherwise use its commercially reasonable efforts, and Diacrin shall, best efforts to satisfy (or cause the satisfaction of) the Closing Conditions in Article 8 to the extent that such is within its control, and to take, or cause to be taken, all other reasonable action and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Law to complete the Diacrin Subsidiary to use its commercially reasonable efforts (transactions contemplated hereby as soon as reasonably practicable following the date hereof, and not to require take or agree to take any action that would reasonably be expected to delay or prevent the payment consummation of any moneythe transactions contemplated by this Agreement, other than reimbursement including taking all such actions as are necessary in respect of minor outthe following: (a) the establishment of the JV Company by Barrick; (b) the execution and delivery of the JV Agreement; (c) completion of the Barrick Pre-of-pocket expensesClosing Transactions and the Newmont Pre- Closing Transactions; (d) during the Interim Period, causing the JV Company to any third party), to (i) furnish do all such information things as may be necessary or advisable in order to give effect to the transactions contemplated in this Agreement; (e) obtaining or cooperating in obtaining all necessary waivers, consents and approvals required to be obtained to consummate the transactions contemplated hereby; (f) effecting or cooperating in effecting all necessary registrations and filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the preparation transactions contemplated hereby and participating and appearing in any required proceeding before Governmental Authorities in connection herewith; (g) opposing, lifting or rescinding or cooperating in opposing, lifting or rescinding any injunction or restraining order or other order or action seeking to stop, or otherwise adversely affecting the ability of the documents referred Parties to in Section 4.2 aboveconsummate, the transactions contemplated under this Agreement; (h) (i) cooperating to split, replace or otherwise modify Contracts applicable to the operations of both the Newmont Contributed Assets and other operations of Newmont, and (ii) take or cause if requested by Newmont, negotiating in good faith to be taken all action implement a toll milling arrangement with the JV Company in respect of Newmont’s Cripple Creek and Xxxxxx mine on terms mutually acceptable to Barrick and Newmont; (i) cooperating to obtain any necessary or desirable on its part so as to permit consummation third party valuations of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation Newmont Contributed Assets and of the transactions Barrick Contributed Assets for Xxxxxxx’x use and Newmont’s use, in recording the accounting impacts associated with the transaction contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan joint venture formed in connection herewith; and (j) otherwise cooperating with the other Party in connection with the performance by such other Party of Mergerits obligations hereunder. For greater clarity, that would materially delay such completion, the foregoing shall in no way condition or that would adversely affect qualify the qualification covenants of the Merger or as a reorganization within Parties set out herein and the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the Parties’ respective obligations to consummate the Merger of, any party heretoperform such covenants.

Efforts to Close. (a) GenVec ArQule and Diacrin Cyclis shall each use its commercially reasonable efforts, and Diacrin shall, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental EntityEntity and (3) satisfying the conditions precedent to such party’s obligations to consummate the Merger. No party hereto hereof shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted omit to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the parties. Notwithstanding the preceding two sentences, each of ArQule and Cyclis acknowledges and agrees that neither has made any representation or warranty to the other with respect to whether the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Code and such qualification shall not be a condition to the consummation of the Merger by either of ArQule or Cyclis. (b) Diacrin Cyclis shall give prompt notice to GenVecArQule, and GenVec ArQule shall give prompt notice to DiacrinCyclis, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin Cyclis or GenVecArQule, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party heretohereof.

Efforts to Close. (a) GenVec Subject to the terms and Diacrin conditions herein, each of the Parties shall each use its commercially reasonable effortscooperate, and Diacrin shallshall cause their Representatives to cooperate, with the other Parties and use Commercially Reasonable Efforts to consummate and make effective, as soon as reasonably practicable, the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to Transactions. Such actions shall include (i) furnish such information as may be in the case of Seller, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or other Person required for the Closing to occur or required to transfer, convey and assign the Purchased Assets and the Assumed Liabilities to the applicable Purchaser at the Closing, including Seller's Regulatory Approvals and Seller's Consents, (B) effect all other necessary notifications, registrations and filings, including filings under Laws, and all other necessary filings with any Governmental Authority having jurisdiction over Seller or the Project, (C) release or remove, or obtain the release or removal of, all Encumbrances described in connection with Schedule 1.1C, and (D) satisfy all conditions of Seller to the preparation of the documents referred to in Section 4.2 aboveClosing set forth herein, and (ii) take in the case of each Purchaser, exercising Commercially Reasonable Efforts to (A) obtain the Consents of any Governmental Authority or cause other Person required for the Closing to be taken all action necessary occur or desirable on its part so as required to permit consummation of receive the Merger applicable Purchased Assets and assume the Assumed Liabilities from Seller at the earliest possible dateClosing, including, without limitationincluding such Purchaser's Regulatory Approvals and Purchasers' Consents, (1B) obtaining the consent or approval of each individualeffect all other necessary notifications, partnershipregistrations and filings, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated herebyincluding filings under Laws, and (2) obtaining all other necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from filings with any Governmental Entity. No party hereto shall take Authority having jurisdiction over such Purchaser or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects Project and (C) satisfy all conditions of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect Purchaser to the extent curable without a Material Adverse Effect on either of the partiesClosing set forth herein. (b) Diacrin Nothing in Section 6.1(a) is intended to or shall give prompt notice vary the terms of any discretion or judgment (however expressed) granted to GenVeca Party herein or in any Ancillary Agreement. For the avoidance of doubt, and GenVec shall give prompt notice to Diacrinwithout limiting the generality of the foregoing, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained nothing in this Agreement shall require any Purchaser or any Affiliate of any Purchaser to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVecoffer, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made byaccept, or the conditions to the obligations to consummate the Merger fulfill any term or condition of, or any party heretolimitation on, the applicable Purchasers' Regulatory Approvals that is unsatisfactory to such Purchaser in its sole and absolute discretion, including any term or condition requiring such Purchaser (or any of its Affiliates) to dispose of, sell, or transfer ownership or control of any of its assets, properties or businesses, hold or retain separate particular assets or categories of assets, properties or businesses, or agree to divest, dispose of or hold separate one or more assets or properties or conditioning approval or authorization on any of the same.

Efforts to Close. (a) GenVec and Diacrin shall each Each Party will use its commercially reasonable effortsefforts to take such actions and do such things necessary, proper, or advisable to consummate, make effective, and Diacrin shallcomply with all of the terms of this Agreement (including satisfaction, to but not waiver, of the extent within its Closing conditions for which it is responsible or otherwise in control, cause as set forth in ARTICLE 9). Each Party shall cooperate with the Diacrin Subsidiary others in connection with all actions to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required taken in connection with the preparation foregoing sentence (including satisfaction, but not waiver, of the documents Closing conditions for which it is responsible or otherwise in control, as set forth in ARTICLE 9). Sellers will, and will cause their Affiliates to, give any notices to Third Parties, and will use their reasonable efforts to obtain any consents of Third Parties, referred to in Section 4.2 above, and (ii) take herein or cause otherwise required to be taken all action necessary made or desirable on its part so as obtained in order to permit consummation transfer or assign any of the Merger Acquired Assets to Buyer hereunder. The form and content of all such notices and consents shall be mutually agreeable to the Parties, acting reasonably. Without limiting the foregoing, each Party shall cooperate with the others in order to identify any hedging instruments relating to Seller Pipeline Loans that bear interest rate guarantees and negotiate and enter into, at closing, such instruments of assignment and assumption that may be necessary in order to transfer such hedging instruments to Buyer and to counterparties reasonably acceptable to Buyer. (b) Without limiting the earliest possible dategenerality of Section 7.3(a), includingeach of the Parties will use its reasonable efforts to obtain all permits, without limitationconsents, (1) obtaining the consent or approval approvals and authorizations of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of all Governmental Authorities necessary to consummate the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders including the consents and approvals from any Governmental Entity. No party hereto shall take or fail referred to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification in Section 5.2 of the Merger or as a reorganization within the meaning of Section 368(aBuyer Disclosure Schedule and Schedule 6.2. In furtherance (but not in limitation) of the Codeforegoing, Sellers and Buyer shall file any required applications, notice or other filings with Governmental Authorities as soon as reasonably practicable after the execution hereof. In To the event extent permitted by Law, each Party shall keep the others apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement and shall promptly inform the other Parties of any oral communication with, and provide copies of any written communications with, any Governmental Authority regarding the transactions contemplated under this Agreement. To the extent permitted by Law, each Party agrees, upon request, to furnish the other Parties with all information concerning itself, its subsidiaries (if applicable), directors, officers and stockholders, and such other matters as may be reasonably necessary or advisable in connection with any filing, notice or application made by or on behalf of such other Parties or any of their respective subsidiaries (if applicable) to any Third Party or Governmental Authority in connection with the Transactions. The Seller Parties shall reasonably cooperate with the Buyer in connection with Buyer’s efforts to enter into new investor agreements; provided, that either party has taken the foregoing shall not obligate any action, whether before, on Seller Party to expend any funds or after enter into any Contract. (c) Buyer shall apply for the FDIC Approval within 30 days following the date hereof, and if Buyer fails to do so, then, notwithstanding anything to the contrary herein, Buyer shall not have any rights to extend the End Date under Section 10.1(b) (meaning the End Date shall be 150 days following the date hereof unless extended by Parent pursuant to Section 10.1(b)(i)). (d) To the extent permitted by Law, Buyer shall provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the FDIC Approval and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that would adversely affect such qualificationthe FDIC Approval is reasonably likely to be materially delayed, such party conditioned or withheld. (e) Within a reasonable period of time following the date hereof, Buyer shall contact each Tier 1 and Tier 2 Investor and, thereafter, shall use commercially its reasonable efforts to take submit all requested materials to each Tier 1 or Tier 2 Investor for approval within a reasonable period of time after being requested to do so by such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the partiesTier 1 or Tier 2 Investor. (bf) Diacrin Buyer shall give prompt notice provide HLC Inc. with a copy of each written proposal, term sheet or other Contract from a Tier 1 or Tier 2 Investor concerning a potential investor agreement and each written proposal, term sheet or other Contract that Buyer provides to GenVeca Tier 1 or Tier 2 Investor concerning a potential investor agreement; provided, and GenVec that Buyer shall give prompt notice have no obligation to Diacrinprovide HLC Inc. with any such materials the disclosure of which would violate any Law or result in a breach of the confidentiality provisions of such proposal, of (i) the occurrenceterm sheet or other Contract, or failure any other Contract to occur, which Buyer or any of any event which occurrence its Affiliates is a party or failure would bound. Buyer shall also provide HLC Inc. with monthly updates (or more frequently as may be reasonably requested by HLC Inc.) related to Buyer’s process of obtaining the Bona Fide Proposals and shall promptly inform the Seller Parties if Buyer or its Affiliates become aware that satisfaction of the condition set forth in Section 9.1(m) is reasonably likely to cause any representation be materially delayed, conditioned or warranty contained withheld. (g) Notwithstanding the foregoing or anything else in this Agreement to be untrue the contrary, (i) none of any Seller Party, Buyer or inaccurate any of their respective Affiliates shall have any obligation to offer or pay any consideration (other than customary filing or processing fees with Governmental Authorities) in order to obtain any material respect at any time from the date hereof consents, approvals or authorizations referred to the Closing Date in this Section 7.3 and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunderSellers shall not, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect cause their Affiliates not to, make any agreement or be deemed to modify any representation or warranty made byunderstanding affecting the Acquired Assets, the Assumed Liabilities or the conditions to Business as a condition for obtaining any such consents, approvals or authorizations except with the obligations to consummate the Merger of, any party heretoprior written consent of Buyer.

Efforts to Close. (a) GenVec and Diacrin shall each use its commercially reasonable efforts, and Diacrin shall, During the period from the date hereof to the extent within its controlClosing, cause the Diacrin Subsidiary to Seller and Buyer shall cooperate and use its commercially their respective reasonable efforts (not to require fulfill as promptly as practicable the payment of any moneyconditions precedent to the other party’s obligations hereunder, other than reimbursement of minor out-of-pocket expensesincluding securing as promptly as practicable all consents, to any third party)approvals, to (i) furnish such information as may be waivers and authorizations required in connection with the preparation transactions contemplated hereby. Without limiting the generality of the documents referred foregoing, Buyer and Seller will cooperate in making all filings and submissions required by any applicable Laws and in filing any additional information requested as soon as practicable after receipt of such request therefor. Subject to in Section 4.2 aboveapplicable Laws and the instructions of any Governmental Authority, Seller and (ii) take or cause to be taken all action necessary or desirable on its part so as to permit consummation Buyer each shall keep the other apprised of the Merger at the earliest possible date, including, without limitation, (1) obtaining the consent or approval status of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation matters relating to completion of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as including promptly furnishing the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either with copies of the parties. (b) Diacrin shall give prompt notice to GenVec, notices or other communications received by Seller and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVecBuyer, as the case may be, from any third party and/or any Governmental Authority with respect to comply such transactions. (b) Each of Buyer and Seller shall (i) promptly notify the other party of any written communication to that party from any Governmental Authority relating to the Purchased Assets and, subject to applicable Law, permit the other party to review in advance any proposed written communication to any of the foregoing, (ii) not agree to participate in any substantive meeting or discussion with any Governmental Authority in respect of any filings, investigation or satisfy any covenantinquiry concerning the Purchased Assets unless it consults with the other party in advance and, condition or agreement to be complied with or satisfied the extent permitted by it hereundersuch Governmental Authority, gives the other party the opportunity to attend and participate thereat, and (iii) to the extent permitted under applicable Law, furnish the other party with copies of all correspondence, filings, and written communications between such party and any Governmental Authority with respect to this Agreement and the transactions contemplated hereby (unless the furnishing of such information would (1) violate the provisions of any applicable Law or any confidentiality agreement or (2) cause the loss of the attorney-client privilege with respect thereto; provided that each such party shall use commercially its reasonable commercial efforts to remedy promptly communicate to the other party the substance of any such failurecommunication, whether by redacting parts of such material communication or otherwise, so that such communication would not violate applicable Law or cause the loss of the attorney-client privilege with respect thereto). (c) Seller acknowledges that certain of the trademarks included in the Purchased Assets are registered in its prior corporate name and that Buyer may prepare for Seller’s signature and file prior to or after the Closing with the applicable Governmental Authorities documentation to correct the name. No notice pursuant Seller agrees to promptly reimburse Buyer for all filing fees and foreign legal counsel fees incurred by Buyer to effect the foregoing. (d) Except as otherwise provided herein, the obligations of the parties under this Section 4.3(b5.3 shall not include any requirement of the parties to expend money (other than normal legal and professional fees), commence or participate in any litigation or offer or grant any accommodation (financial or otherwise) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party heretothird Person.

Efforts to Close. (a) GenVec Upon the terms and Diacrin subject to the conditions and other agreements set forth in this Agreement, Sellers and Buyer shall each use its commercially reasonable efforts(a) refrain from taking any actions that could reasonably be expected to impair, delay or impede the Closing, and Diacrin shall(b) without limiting any other provision of this Agreement, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts to cause all the conditions to the obligations of the other party to consummate the transactions contemplated by this Agreement to be met as soon as reasonably practicable. (not b) Buyer shall use its reasonable best efforts to require (x) enter into the payment of any moneyCommittment Letter and (y) arrange and obtain the Financing on the terms and conditions described in the Commitment Letter, other than reimbursement of minor out-of-pocket expenses, to any third party), including maintaining in effect the Commitment Letter and using its reasonable best efforts to (i) furnish such information as may be required satisfy on a timely basis all conditions and covenants in connection the Commitment Letter, (ii) promptly negotiate definitive agreements with respect thereto on the preparation of terms and conditions contemplated by the documents referred Commitment Letter or on other terms in the aggregate not materially less favorable to Buyer (unless otherwise agreed by Seller in Section 4.2 aboveits sole discretion), and (iiiii) take consummate the Financing at or cause prior to be taken all action necessary Closing. Buyer shall not amend, alter or desirable on its part so as waive, or agree to permit consummation amend, alter or waive, the Commitment Letters in any way that (x) materially and adversely affects the amount, availability, conditionality or enforceability of the Merger at Financing or Buyer's ability to consummate the earliest possible datetransactions contemplated hereby, or (y) could reasonably be expected to delay, hinder or prevent the Closing or make the Closing or funding of the Financing less likely to occur. (c) Sellers hereby covenant and agree that they will not enter into any public offering, merger, combination, divestiture, financing, joint venture, sale and/or acquisition agreement in whatever form, except for agreements in the ordinary course of business (including, without limitation, (1joint venture, sale license or distribution agreements) obtaining or enter into any other transaction that would preclude the consent or approval of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of the transactions contemplated hereby, and (2) obtaining all necessary permits, waivers, consents, authorizations, qualifications, orders and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use commercially reasonable efforts to permit to be taken or omitted to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to this Reorganization Agreement and the Plan of Merger, that would materially delay such completion, or that would adversely affect the qualification of the Merger or as a reorganization within the meaning of Section 368(a) of the Code. In the event that either party has taken any action, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use commercially reasonable efforts to take such action as the other party may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the partiesAgreement. (b) Diacrin shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, of (i) the occurrence, or failure to occur, of any event which occurrence or failure would be likely to cause any representation or warranty contained in this Agreement to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) any material failure of Diacrin or GenVec, as the case may be, to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder, and each party shall use commercially reasonable efforts to remedy such failure. No notice pursuant to this Section 4.3(b) shall affect or be deemed to modify any representation or warranty made by, or the conditions to the obligations to consummate the Merger of, any party hereto.

Efforts to Close. (a) GenVec Upon the terms and Diacrin subject to the conditions of this Agreement, each of the parties hereto shall each use its commercially reasonable efforts, and Diacrin shallto take, to the extent within its control, cause the Diacrin Subsidiary to use its commercially reasonable efforts (not to require the payment of any money, other than reimbursement of minor out-of-pocket expenses, to any third party), to (i) furnish such information as may be required in connection with the preparation of the documents referred to in Section 4.2 above, and (ii) take or cause to be taken taken, all action necessary actions, and to do, or desirable on its part so cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as to permit consummation of the Merger at the earliest possible date, promptly as practicable including, without limitation, (1i) obtaining the consent or approval preparation and execution of each individual, partnership, corporation, association or other business or professional entity whose consent or approval is required for consummation of all agreements necessary to effect the transactions contemplated hereby, including the admission of the Successor General Partner as general partner of the Partnerships, (ii) the preparation and (2) obtaining filing of all forms, registrations and notices required to be filed to consummate the transactions contemplated by this Agreement and the taking of such actions as are necessary permits, waiversto obtain any requisite approvals, consents, authorizationsorders, qualifications, orders exemptions or waivers by any third party or Governmental Entity and approvals from any Governmental Entity. No party hereto shall take or fail to take, or cause or permit the Diacrin Subsidiary to take or fail to take, or fail to use (iii) using commercially reasonable efforts to permit cause the satisfaction of all conditions to be taken Closing. Each party shall promptly consult with the other with respect to, and provide any necessary information with respect to, all filings made by such party with any Governmental Entity or omitted any other information supplied by such party to be taken by any third persons, any action that would substantially impair the prospects of completing the Merger pursuant to a Governmental Entity in connection with this Reorganization Agreement and the Plan of Mergertransactions contemplated by this Agreement. The Sellers and the Successor General Partner shall, that would materially delay such completionwith respect to a threatened or pending preliminary or permanent injunction or other order, decree or ruling or statute, rule, regulation or executive order that would adversely affect the qualification ability of the Merger or as a reorganization within parties hereto to consummate the meaning of Section 368(a) of the Code. In the event that either party has taken any actiontransactions contemplated by this Agreement, whether before, on or after the date hereof, that would adversely affect such qualification, such party shall use their respective commercially reasonable efforts to take such action prevent the entry, enactment or promulgation thereof, as the other party case may reasonably request to cure such effect to the extent curable without a Material Adverse Effect on either of the partiesbe. (b) Diacrin Prior to the Closing, each of the Sellers and the Successor General Partner shall give prompt notice to GenVec, and GenVec shall give prompt notice to Diacrin, promptly notify the other in writing of the occurrence (ior non-occurrence) the occurrence, or failure to occur, of any event or the existence of any circumstance of which any of the parties has knowledge, the occurrence (or failure non-occurrence) or the existence of which would be likely to cause any representation or warranty contained in this Agreement Article III or Article IV hereof, as the case may be, to be untrue or inaccurate in any material respect at any time from the date hereof to the Closing Date and (ii) of any material failure of Diacrin any Seller or GenVec, as the case may be, Successor General Partner to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, and each party shall use commercially reasonable efforts to remedy such failure. No however, that delivery of any notice pursuant to this Section 4.3(b5.2(b) shall not affect or be deemed to modify any representation or warranty made by, or the conditions set forth in Article VI and shall not limit or otherwise affect any remedies available to the obligations to consummate Successor General Partner or Sellers, as the Merger of, any party heretocase may be.