Common use of Further Assurances; Consents Clause in Contracts

Further Assurances; Consents. (a) Prior to Closing, each Party shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After the Closing, at the request of Buyer from time to time Sellers shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and such other assets of Sellers, if any, as are solely related to the Compound or any Product. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense.

Further Assurances; Consents. (a) Prior to Closing, each Party shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After the Closing, at the request of Buyer from time to time Sellers and subject to Section 4.8, Seller shall (i) use commercially reasonable efforts to obtain and deliver such Third Party third party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and Assets. Notwithstanding the foregoing, Seller shall not be required to consent to or waive any conflict of interest in connection with the engagement of Seller’s patent agent or counsel by Buyer if Seller concludes, acting reasonably, that such other assets of Sellers, if any, as are solely related engagement may be prejudicial to the Compound or any Productits interests. (c) Buyer shall reimburse Seller for its reasonable costs, at the rate provided for under Section 4.8, and for its out-of-pocket expenses incurred in connection with the performance of its obligations under Section 4.6(b) of this Agreement. Seller shall not be required to incur any out-of-pocket expenses in connection with obtaining any third party consent unless such expenses are reimbursed by Buyer. (d) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Partythird party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the ClosingClosing (subject to Section 4.6(c)), and (ii) until the earliest of: (Aa) the date all such consents are obtained, (Bb) the date all such Assumed Contracts expire or are terminated or (Cc) the date which is [***] days twelve (12) months from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] subject to reimbursement by [***] Buyer of such [***]Seller’s costs), and Seller shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party third party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense. (e) If, within two (2) years after the Closing, Buyer reasonably determines that an asset owned or licensed by Seller that was material to the Punctal Plug Program as conducted by Seller during 2012 (an “Omitted Asset”) was not transferred to Buyer at Closing as part of the Purchased Assets and notifies Seller in writing of the existence of such Omitted Asset and Buyer’s belief that such Omitted Asset constitutes a Purchased Asset, Seller shall cooperate in good faith with Buyer to determine whether such Omitted Asset should have been transferred to Buyer as a Purchased Asset, and if Seller agrees that such Omitted Asset should have been transferred to Buyer at Closing, Seller shall either (i) transfer and assign the Omitted Asset to Buyer or (ii) otherwise make the benefits of such Omitted Asset available to Buyer. Any consideration payable by Buyer for any such Omitted Assets shall be deemed to have already been included in the Purchase Price for the Purchased Assets. Notwithstanding the foregoing, Buyer shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Assets.

Further Assurances; Consents. (a) Prior At the Closing and from time to Closing, each Party shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After time after the Closing, (i) at the request of the Buyer from time to time Sellers and without further consideration, the Seller shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) promptly execute and deliver to the Buyer such certificates, consents certificates and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by the Buyer to more effectively to sell, convey, assign and transfer to and vest in the Buyer or to put the Buyer in possession of the Purchased Assets, and (ii) at the request of the Seller and without further consideration, the Buyer shall promptly execute and deliver to the Seller such certificates and other instruments of assumption, and take such other action, as may reasonably be requested by the Seller more effectively to confirm and carry out the assumption by the Buyer of the Assumed Liabilities. (b) To the extent that any consents, waivers or approvals necessary to convey items of Purchased Assets to the Buyer are not obtained prior to the Closing, after the Closing the Seller shall use all reasonable commercial efforts to: (i) obtain such consents, waivers and approvals (provided that the Seller shall not be obligated to pay any consideration QUID PRO QUO for any such consents, waivers and approvals) and (ii) pending receipt of such consents, waivers or approvals (A) provide to the Buyer, at the reasonable request of the Buyer, the benefits of any such Purchased Asset, and hold the same in trust for the Buyer, and (B) enforce and perform, at the reasonable request and expense of the Buyer, for the account of the Buyer, any rights or obligations of the Seller arising from any such Purchased Asset against or in respect of any third person, including the right to elect to terminate any contract, arrangement or agreement in accordance with the terms thereof upon the advice of the Buyer. The failure to obtain any consent, waiver or approval to any agreement, contract or commitment which requires consent, waiver or approval shall not be a condition to the extent required under this Agreement, Buyer's obligation to consummate the Purchased Assets and such other assets of Sellers, if any, as are solely related to the Compound or any Producttransactions contemplated hereby. (c) To the extent best knowledge of Seller, Seller is not aware of any Assumed Contract does not permit assignment specific facts or transfer by events that would prevent the parties from obtaining the material consents listed on Schedule 5.2 taken as a whole. (d) The Buyer agrees to cooperate fully with the Seller to Buyer pursuant as and to the Transaction Documents without extent reasonably requested by the Seller in attempting to obtain any consent that may be required from the landlord to assign the Warehouse Lease to the Buyer, and will offer to agree with the landlord to an extension of the term of the Warehouse Lease on the terms set forth in the letter attached as Schedule 2.5(d) or terms, the economic and operational effect of which is no less favorable to the Buyer. If the consent of a Third Party, and such consent the landlord under the Warehouse Lease is not obtained prior notwithstanding the Buyer's offer to Closingagree as described above and the Buyer is provided with notice of default or termination or similar notice or is evicted from the Warehouse that is subject to the Warehouse Lease, the Seller agrees to indemnify and hold harmless the Buyer shall waive for any reasonable relocation cost that it may incur in connection with relocating to a new facility from such Warehouse. If the obligation to obtain such consent prior to Closing. In such caseBuyer extends the Warehouse Lease and exercises the one-time early termination right set forth in the letter attached as Schedule 2.5(d), such the Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after reimburse the Closing, and (ii) until Buyer for the earliest of: (A) two-month rent payment payable in connection with the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits exercise of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expensetermination right.

Further Assurances; Consents. (a) Prior Subject to Closingthe terms and conditions of this Agreement, the Parties shall cooperate reasonably with each other and with their respective representatives in connection with any steps required to be taken as part of their respective obligations under this Agreement, and the Parties agree (i) to furnish upon request to each other such further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as the other Parties may reasonably request, for the purpose of carrying out the intent of this Agreement and the transactions contemplated hereby. Notwithstanding the foregoing, no Party shall use commercially reasonable efforts have any obligation to take such action as is reasonably necessary expend any funds or appropriate to incur any other obligation in order to complete connection with the consummation of the transactions contemplated hereby on (including, by way of illustration only, any payment in connection with obtaining the terms Seller Contractual Consents, Seller Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and subject auditors) reasonably necessary to the conditions set forth hereinconsummate such transactions. (b) After Seller shall use, and shall cause each relevant Subsidiary to use, its commercially reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain prior to the ClosingClosing any Seller Contractual Consent and, at in connection therewith, obtain the request release of Buyer Seller and/or its Subsidiaries from time to time Sellers shall (i) use the Assumed Liabilities under the Assumed Contracts; provided, however, that commercially reasonable efforts to obtain by Seller and deliver such Third Party consents and its Subsidiaries shall not include (iia) execute and deliver to Buyer such certificatesthe payment of any amounts or provision of any other consideration by Seller or (b) the amendment of any provision of, consents and other instruments or waiver of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required any rights under this Agreement, the Purchased Assets and such other assets of Sellers, if any, as are solely related to the Compound or any Product. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense.

Further Assurances; Consents. (a) Prior Buyer acknowledges that certain consents and waivers with respect to Closingthe transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties pursuant to certain contracts and leases of the Company (the “Other Contracts”), each Party and that such consents and waivers have not been obtained, as set forth on Schedule 4.3(a) of the Disclosure Schedule, and may not be obtained, prior to the Closing Date (collectively, the “Pending Consents and Approvals”). The parties shall use commercially their respective reasonable efforts to obtain the Pending Consents and Approvals. Until the Pending Consents and Approvals are obtained, as to each affected Salon, Seller will (x) use its reasonable best efforts to provide Buyer with all of the rights and benefits of such Other Contract or arrangement accruing after the Closing to the extent that Seller or its subsidiaries can provide Buyer with such rights and benefits without violating the Other Contract, (y) use its and their reasonable best efforts to create any arrangement designed to provide such rights and benefits to Buyer, and (z) use its and their reasonable best efforts to enforce, at Buyer’s request and expense, and for Buyer’s account, any and all rights of Seller and its Affiliates arising under any such Other Contract. Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any Pending Consents and Approvals or because of the termination of any contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (a) the failure to obtain any Pending Consents and Approvals, (b) any such termination or (c) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any Pending Consents and Approvals prior to the date hereof or any termination. From time to time after the Closing Date, Buyer and Seller will take such other action and execute such documents as is may be reasonably necessary or appropriate in order requested by the other party to complete carry out the purposes and intents of this Agreement and the transactions contemplated hereby on the terms and subject to the conditions set forth hereinhereby. (b) After Buyer acknowledges that certain consents and waivers with respect to the Closingmatters set forth on Section 4.3(b) may be required pursuant to certain contracts and leases of the Company, at Seller or their respective Affiliates (the request of Buyer from time “Specified Contracts”), and that such consents and waivers have not been obtained and may not be obtained, prior to time Sellers the Closing Date (collectively, the “Specified Pending Consents and Approvals”). The parties shall (i) use commercially their respective reasonable efforts to obtain the Specified Pending Consents and deliver Approvals. After the Closing until the Specified Pending Consents and Approvals are obtained, the Company will (x) use its reasonable best efforts to provide Seller and its Affiliates with all of the rights and benefits of such Third Party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, Specified Contract or arrangement accruing after the Closing to the extent required that the Company or its subsidiaries can provide Seller or its Affiliates with such rights and benefits without violating the Specified Contract, (y) use its and their reasonable best efforts to create any arrangement designed to provide such rights and benefits to Seller or its Affiliates, and (z) use its and their reasonable best efforts to enforce, at the Seller’s request and expense, and for the Seller’s account, any and all rights of Seller and its Affiliates arising under this Agreementany such Specified Contract. Buyer, Seller and the Purchased Assets Company further agree that no representation, warranty or covenant of Seller or the Company contained herein shall be breached or deemed breached, and such other assets of Sellers, if anyno condition shall be deemed not satisfied, as are solely related a result of (a) the failure to the Compound obtain any Specified Pending Consents and Approvals, (b) any such termination or any Product. (c) To the extent any Assumed Contract does not permit assignment lawsuit, action, proceeding or transfer investigation commenced or threatened by a Seller to Buyer pursuant or on behalf of any Person arising out of or relating to the Transaction Documents without the consent of a Third Party, failure to obtain any Specified Pending Consents and such consent is not obtained Approvals prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire hereof or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expensetermination.

Further Assurances; Consents. Buyer acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties pursuant to certain contracts and leases of the Business (the “Other Contracts”), and that such consents and waivers have not been obtained, including as set forth on Schedule 4.3 of the Disclosure Schedule (collectively, the “Pending Consents and Approvals”). At Buyer’s request, the parties shall use their respective reasonable best efforts to obtain the Pending Consents and Approvals. Until the Pending Consents and Approvals are obtained, as to each affected Salon, Seller will (x) use its reasonable best efforts to provide Buyer with all of the rights and benefits and pass through to Buyer all obligations of such Other Contract or arrangement accruing after the Closing to the extent that Seller or its Affiliates can provide Buyer with such rights and benefits without violating the Other Contract, (y) use its and their reasonable best efforts to create any arrangement designed to provide such rights and benefits to Buyer and pass through to Buyer all obligations, and (z) use its and their reasonable best efforts to enforce, at Buyer’s request and expense, and for Buyer’s account, any and all rights of Seller and its Affiliates arising under any such Other Contract. Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any Pending Consents and Approvals or because of the termination of any contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (a) Prior the failure to Closingobtain any Pending Consents and Approvals, each Party shall use commercially reasonable efforts (b) any such termination or (c) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any Pending Consents and Approvals prior to the date hereof or any termination. From time to time after the Closing Date, Buyer and Seller will take such other action and execute such documents as is may be reasonably necessary or appropriate in order requested by the other party to complete carry out the purposes and intents of this Agreement and the transactions contemplated hereby on the terms and subject to the conditions set forth hereinhereby. (b) After the Closing, at the request of Buyer from time to time Sellers shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and such other assets of Sellers, if any, as are solely related to the Compound or any Product. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense.

Further Assurances; Consents. (a) Prior Subject to Closingthe terms and conditions of this Agreement, including in all instances the rights and obligations of the Parties set forth in Section 2.05(g)(i), each Party shall cooperate with each other and, unless otherwise required by this Agreement, use (and shall cause their respective Affiliates to use) their respective commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper, advisable or desirable on their part under this Agreement, the other Transaction Documents and under Applicable Law, to consummate or implement the Contemplated Transactions as soon as practicable, including preparing and filing as promptly as practicable all documentation to effect all necessary notices, reports and other filings and to obtain as promptly as practicable all Permits necessary to be obtained from any Governmental Authority in order to consummate the transactions contemplated by this Agreement; provided, however, that the foregoing shall not be deemed to require either Party to waive compliance by the other Party of its covenants or obligations under this Agreement or to waive any conditions to the Closing (including all such conditions set forth in Article VIII) required to be satisfied by the other Party. Parent and Buyer shall, and shall cause their respective Affiliates to, execute and deliver such other documents, certificates, agreements and writings and to take such other actions as may be necessary, proper, advisable or desirable to consummate or implement the Contemplated Transactions. (b) Subject, in all instances, to Section 2.05(g)(i) of this Agreement and the rights and obligations of the Parties set forth therein, and unless otherwise waived by Buyer, Parent shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete obtain, within the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After the Closingapplicable time periods required, at the request of Buyer from time to time Sellers shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) execute and deliver to Buyer such certificatesall waivers, Permits, consents and other instruments approvals required for the consummation of salethe Contemplated Transactions. Buyer shall provide reasonable cooperation, conveyanceupon Parent’s written request (which, assignment and transfermay, and take for such other actionpurpose, include an email message), in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and such other assets of Sellers, if any, as are solely obtaining any consents related to the Compound or any ProductAssigned Contracts. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense.

Further Assurances; Consents. (a) Prior to ClosingEach party shall, each Party shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After the Closing, at the request of Buyer from time to time Sellers (whether before or after the Closing Date), upon the request of the other party, execute, acknowledge and deliver to the other party such other documents or instruments, and take any and all actions as are reasonably necessary for the implementation and consummation of the transactions contemplated by this Agreement. To the extent that Seller’s rights under any Contract constituting a Purchased Asset may not be assigned to Buyer without the consent of another Person, which consent has not been obtained, this Agreement shall not constitute an agreement to assign the same if an attempted assignment would constitute a breach thereof or be unlawful, and Seller, at its expense, shall use reasonable best efforts to obtain any such consent(s) as promptly as possible. If any such consent shall not be obtained or if any attempted assignment would be ineffective or would impair Buyer’s rights under the Purchased Asset in question so that Buyer would not in effect acquire the benefit of all such rights, Seller shall, to the maximum extent permitted by law and the Purchased Asset, (i) use commercially reasonable efforts act after the Closing as Buyer’s agent in order to obtain and deliver such Third Party consents for it the benefits thereunder; and (ii) execute and deliver cooperate with Buyer in any other reasonable arrangement designed to Buyer provide such certificatesbenefits to Buyer; provided, consents and other instruments of sale, conveyance, assignment and transfer, and take that to the extent such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer benefit are provided to Buyer, Buyer shall be responsible for all corresponding Liabilities arising after the Closing but only to the extent required under this Agreement, the Purchased Assets and that such other assets of Sellers, if any, as are solely related to the Compound or any Product. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: Liabilities thereunder (A) do not relate to any failure to perform or other breach, default or violation by Seller on or prior to the date all such consents are obtainedClosing, (B) do not relate to any unauthorized acts taken by Seller pursuant to the date all such Assumed Contracts expire or are terminated or immediately preceding clause (i) , and (C) would have been an obligation of Buyer had the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, Contract been assigned to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expenseClosing.

Further Assurances; Consents. (a) Prior to Closing, each Party shall use commercially reasonable efforts to take such action as is reasonably necessary or appropriate in order to complete the transactions contemplated hereby on the terms and subject to the conditions set forth herein. (b) After the Closing, at the request of Buyer from time to time Sellers and subject to Section 4.8, Seller shall (i) use commercially reasonable efforts to obtain and deliver such Third Party third party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and Assets. Notwithstanding the foregoing, Seller shall not be required to consent to or waive any conflict of interest in connection with the engagement of Seller’s patent agent or counsel by Buyer if Seller concludes, acting reasonably, that such other assets of Sellers, if any, as are solely related engagement may be prejudicial to the Compound or any Productits interests. (c) Buyer shall reimburse Seller for its reasonable costs, at the rate provided for under Section 4.8, and for its out-of-pocket expenses incurred in connection with the performance of its obligations under Section 4.6(b) of this Agreement. Seller shall not be required to incur any out-of-pocket expenses in connection with obtaining any third party consent unless such expenses are reimbursed by Buyer. (d) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Partythird party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the ClosingClosing (subject to Section 4.6(c)), and (ii) until the earliest of: (Aa) the date all such consents are obtained, (Bb) the date all such Assumed Contracts expire or are terminated or (Cc) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] subject to reimbursement by [***] Buyer of such [***]Seller’s costs), and Seller shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party third party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense. (e) If, within [***] after the Closing, Buyer reasonably determines that an asset owned or licensed by Seller that was material to the Punctal Plug Program as conducted by Seller during 2012 (an “Omitted Asset”) was not transferred to Buyer at Closing as part of the Purchased Assets and notifies Seller in writing of the existence of such Omitted Asset and Buyer’s belief that such Omitted Asset constitutes a Purchased Asset, Seller shall cooperate in good faith with Buyer to determine whether such Omitted Asset should have been transferred to Buyer as a Purchased Asset, and if Seller agrees that such Omitted Asset should have been transferred to Buyer at Closing, Seller shall either (i) transfer and assign the Omitted Asset to Buyer or (ii) otherwise make the benefits of such Omitted Asset available to Buyer. Any consideration payable by Buyer for any such Omitted Assets shall be deemed to have already been included in the Purchase Price for the Purchased Assets. Notwithstanding the foregoing, Buyer shall be responsible for payment of any fees or costs associated with the transfer of any Omitted Assets.

Further Assurances; Consents. (a) Prior Subject to Closingthe terms and conditions of this Agreement, the Parties shall cooperate reasonably with each Party shall use commercially reasonable efforts other and with their respective representatives in connection with any steps required to take be taken as part of their respective obligations under this Agreement, and the Parties agree (i) to furnish upon request to each other such action further information, (ii) to execute and deliver to each other such other documents, and (iii) to do such other acts and things, all as is the other Parties may reasonably necessary or appropriate in order to complete request, for the purpose of carrying out the intent of this Agreement and the transactions contemplated hereby on including Seller causing any Subsidiary of Seller which may have any right, title or interest in the terms Transferred Assets or Assumed Liabilities to transfer such Transferred Assets or Assumed Liabilities to Buyer. Notwithstanding the foregoing, no Party shall have any obligation to expend any funds or to incur any other obligation in connection with the consummation of the transactions contemplated hereby (including, by way of illustration only, any payment in connection with obtaining the Seller Contractual Consents, Seller Approvals or Buyer Approvals) other than normal out-of-pocket expenses (such as fees of counsel, accountants and subject auditors) reasonably necessary to the conditions set forth consummate such transactions or as otherwise expressly contemplated herein. (b) After Seller shall use its commercially reasonable efforts, and Buyer shall reasonably cooperate with Seller, to obtain prior to the Closing any Seller Contractual Consent and, in connection therewith, obtain the release of Seller and/or its Affiliates from the Assumed Liabilities under the Assumed Contracts; provided, however, that commercially reasonable efforts by Seller shall not include (a) the payment of any amounts or provision of any other consideration by Seller other than normal out-of-pocket expenses (such as fees of counsel) or (b) the amendment of any provision of, or of any rights under any Material Assumed Contract. Prior to the Closing, at Seller will keep Buyer apprised of the request status of Buyer from time to time Sellers obtaining such consents on a reasonably current basis. At Closing, Seller shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) execute and deliver to Buyer such certificates, a document identifying the consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, with respect to the extent required under this AgreementMaterial Assumed Contracts, the Purchased Assets Leased Real Property and such other assets of Sellers, if any, as are solely related the material Permits that have not been obtained prior to the Compound or any ProductClosing Date. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant Notwithstanding anything to the Transaction Documents contrary set forth herein, neither Seller nor any of its Subsidiaries shall, without the prior consent of a Third Party, and Buyer (such consent not to be unreasonably withheld), enter into any amendment, modification or waiver with respect to any of the Material Assumed Contracts set forth in Section 5.06(c) of the Disclosure Letter, in connection with obtaining the Seller Contractual Consent for such Contract, if such amendment, modification or waiver is not obtained materially adverse to the Business or materially impairs the ability of the Buyer Parties to conduct the Business following the Closing in substantially the manner in which it was conducted by Seller prior to the Closing. (d) Between the date hereof and the Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use its commercially reasonable efforts to obtain (i) identify each Transition Service (as defined in the Transition Services Agreement) that in Seller’s reasonable discretion, Seller cannot provide because such consent promptly after provision would breach the Closing, terms of any existing Contract between Seller and any third party and (ii) until if appropriate, assist the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, Parties in all commercially reasonable respects, to make obtaining the benefits of any such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] including assisting the Buyer in obtaining any third party consents necessary for the performance of the Transition Services) or obtaining replacement or substitute agreements that would permit Seller to lawfully perform each such [***])Transition Service. If Seller is still unable to provide such Transition Services, and shall comply with all of its obligations under the Parties will negotiate in good faith to determine alternate Transition Services to replace such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expenseTransition Service.

Further Assurances; Consents. Buyer acknowledges that certain consents and waivers with respect to the transactions contemplated by this Agreement and the Ancillary Agreements may be required from parties pursuant to certain contracts and leases of the Business (the “Other Contracts”), and that such consents and waivers have not been obtained, including as set forth on Schedule 4.3 of the Disclosure Schedule (collectively, the “Pending Consents and Approvals”). The parties shall use their respective reasonable best efforts to obtain the Pending Consents and Approvals. Until the Pending Consents and Approvals are obtained, as to each affected Salon, Seller will (x) use its reasonable best efforts to provide Buyer with all of the rights and benefits and pass through to Buyer all obligations of such Other Contract or arrangement accruing after the Closing to the extent that Seller or its subsidiaries can provide Buyer with such rights and benefits without violating the Other Contract, (y) use its and their reasonable best efforts to create any arrangement designed to provide such rights and benefits to Buyer and pass through to Buyer all obligations, and (z) use its and their reasonable best efforts to enforce, at Buyer’s request and expense, and for Buyer’s account, any and all rights of Seller and its Affiliates arising under any such Other Contract. Buyer agrees that Seller shall not have any liability whatsoever to Buyer arising out of or relating to the failure to obtain any Pending Consents and Approvals or because of the termination of any contract as a result thereof. Buyer further agrees that no representation, warranty or covenant of Seller contained herein shall be breached or deemed breached, and no condition shall be deemed not satisfied, as a result of (a) Prior the failure to Closingobtain any Pending Consents and Approvals, each Party shall use commercially reasonable efforts (b) any such termination or (c) any lawsuit, action, proceeding or investigation commenced or threatened by or on behalf of any Person arising out of or relating to the failure to obtain any Pending Consents and Approvals prior to the date hereof or any termination. From time to time after the Closing Date, Buyer and Sellers will take such other action and execute such documents as is may be reasonably necessary or appropriate in order requested by the other party to complete carry out the purposes and intents of this Agreement and the transactions contemplated hereby on the terms and subject to the conditions set forth hereinhereby. (b) After the Closing, at the request of Buyer from time to time Sellers shall (i) use commercially reasonable efforts to obtain and deliver such Third Party consents and (ii) execute and deliver to Buyer such certificates, consents and other instruments of sale, conveyance, assignment and transfer, and take such other action, in each case, as may reasonably be requested by Buyer to more effectively sell, convey, assign and transfer to Buyer, to the extent required under this Agreement, the Purchased Assets and such other assets of Sellers, if any, as are solely related to the Compound or any Product. (c) To the extent any Assumed Contract does not permit assignment or transfer by a Seller to Buyer pursuant to the Transaction Documents without the consent of a Third Party, and such consent is not obtained prior to Closing, Buyer shall waive the obligation to obtain such consent prior to Closing. In such case, such Seller shall (i) use commercially reasonable efforts to obtain such consent promptly after the Closing, and (ii) until the earliest of: (A) the date all such consents are obtained, (B) the date all such Assumed Contracts expire or are terminated or (C) the date which is [***] days from the Closing, such Seller and Buyer shall cooperate, in all commercially reasonable respects, to make the benefits of such Assumed Contract available to Buyer, to the extent consistent with the terms of such Assumed Contract ([***] by [***] of such [***]), and shall comply with all of its obligations under such Assumed Contract and, to the extent any Third Party is in breach of such Assumed Contract, enforce the terms and conditions of such Assumed Contract if requested by Buyer at Buyer’s expense.