Further Assurances; Further Documents. (a) On and after the Execution Date, each of the Parties shall use its commercially reasonable efforts, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article VII, as applicable to each of them, (ii) to cause the Transaction to be consummated, and (iii) without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to consummate the Transaction.
Further Assurances; Further Documents. (a) Each of the Parties shall use its commercially reasonable efforts, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article VII, as applicable to each of them, (ii) to cause the Transactions to be consummated and (iii) without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to consummate the Transactions.
Further Assurances; Further Documents. (a) On and after the date of this Agreement, each of the parties shall use its commercially reasonable efforts, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Articles VI and VII, as applicable to each of them, and (ii) to cause the Acquisition to be consummated.
Further Assurances; Further Documents. (a) From the Execution Date until the earlier of the Effective Time or the termination of this Agreement pursuant to Section 10.1, subject to the terms and conditions of this Agreement (including Section 6.5), each of Seller, ADMA and Buyer shall use (and 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, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article VII, as applicable to each such Party, (ii) to cause the Transactions to be consummated and (iii) without limiting the generality of the foregoing, to obtain all Required Consents and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to consummate the Transactions.
Further Assurances; Further Documents. SD\906843.15 Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
Further Assurances; Further Documents. 6.9.1 As of the Execution Date, each of the Parties shall use reasonable commercial efforts, (a) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article 7, as applicable to each of them, (b) to cause the Transactions to be consummated, and (c) without limiting the generality of the foregoing, to obtain all consents and authorizations of Third Parties and to make all filings with, and give all notices to, Third Parties that may be necessary or reasonably required on its part in order to consummate the Transactions. Without limiting the generality of the foregoing, Seller shall provide IriSys Inc. notice prior to the Closing of assignment of that certain Elixir Supply Agreement to Purchaser pursuant to the Transactions, and such notice shall be in conformance with the terms of that agreement.
Further Assurances; Further Documents. Section 6.9.1 As of the date of this Agreement, each of the parties shall use its commercially reasonable efforts, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article VIII, as applicable to each of them, (ii) to cause the Merger and the other Transactions contemplated hereby to be consummated, and (iii) without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to consummate the Merger and the other Transactions contemplated hereby.
Further Assurances; Further Documents. Section 7.8.1 As of the date of this Agreement, each of the Parties (as applicable to each of them) shall use its reasonable best efforts, in the most expeditious manner practicable, (i) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article IX, (ii) to cause the other transactions contemplated hereby to be consummated, and (iii) without limiting the generality of the foregoing, to obtain all consents and authorizations of third parties and to make all filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to consummate the other transactions contemplated hereby; provided, however, in no event shall the foregoing require any Seller to expend any of its own funds, or expend any efforts greater than those expended by the Company or any other Seller, in order to accomplish satisfaction of the foregoing conditions.
Further Assurances; Further Documents. On and after the Closing Date, and without additional consideration, each of Purchaser and Seller shall, at the reasonable request of the other Party, provide assistance to such other Party, including, but not limited to, executing and delivering to such other Party all such further instruments, assignments, assurances and other documents as such other Party may reasonably request in connection with the carrying out of this Agreement and the Transaction. Without limiting the generality of the foregoing, for a period of twelve (12) months following the Closing Date, Seller shall: (a) notify Purchaser of any Intellectual Property exclusively related to the Product or otherwise necessary for the Product Line Business identified by Seller following the Closing Date as owned, licensed to or otherwise held in whole or in part by Seller or any of its Subsidiaries and take such action as is reasonably required to enable Purchaser to procure, maintain, perfect and enforce the full and exclusive benefit, enjoyment, right, title and interest, on a worldwide basis, in Purchaser’s name and for Purchaser’s benefit, in and to all such Intellectual Property and (b) to the extent commercially reasonable, make available to Purchaser (or a representative of Purchaser) during normal business hours and upon reasonable agreed-upon times, to the extent reasonably requested, personnel employed by Seller at the time of any such request who were responsible for preparing or maintaining information, records, filings, submissions, responses to official actions and documents with respect to the QLT USA Intellectual Property prior to the Closing. Purchaser acknowledges and agrees that for purposes of clause (b) above, as of and following the Closing Date, QLT USA and its personnel and representatives (and not Seller and its personnel and representatives) will be responsible for preparing and maintaining all such information, records, filings, submissions, responses to official actions and documents with respect to the QLT USA Intellectual Property.
Further Assurances; Further Documents. 6.7.1 As of the Execution Date, each of the Parties shall use Commercially Reasonable Efforts, (a) to satisfy or cause to be satisfied all the conditions precedent that are set forth in Article 7, as applicable to each of them, (b) to cause the Transactions to be consummated, and (c) without limiting the generality of the foregoing, to obtain all consents and authorizations of Third Parties and to make all filings with, and give all notices to, Third Parties that may be necessary or reasonably required on its part in order to consummate the Transactions. 6.7.2 Each of Purchasers and Sellers shall, and shall cause its respective Affiliates to, at the request of the other Party, execute and deliver to such other Party all such further instruments, assignments, assurances and other documents as such other Party may reasonably request in connection with the carrying out of this Agreement and the Transactions. 6.7.3 Purchasers shall use commercially reasonable efforts to secure the necessary financing to cause the Transactions to be consummated within seventy-five (75) days of the Execution Date. ARTICLE 7 CONDITIONS TO CLOSING 7.1 Conditions Precedent to Obligations of Purchasers and Sellers. The respective obligations of Purchasers and Sellers to consummate the Transactions on the Closing Date are subject to the satisfaction or waiver (in accordance with Section 11.8) at or prior to the Closing Date of the following conditions: 7.1.1
