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.
(b) On and after the Closing Date, each of Buyer and Seller shall, 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, the Ancillary Agreements and the Acquisition.
(c) Without limiting the foregoing, on and after the Closing Date, Seller shall provide to Buyer assistance with respect to the Product IP, and Buyer shall assume responsibilities with respect to the Product IP (including with respect to the preparation and filing of additional instruments, assignments, assurances and other transfer documents and engagement of third parties in connection therewith) as follows: At no additional cost to Buyer, the parties shall use commercially reasonable efforts to complete the recordation with relevant patent authorities in the jurisdiction of the transfer to Buyer of the Product IP, and to execute and file with such authorities all other documents necessary to effect Buyer’s assumption of all prosecution responsibilities with respect to the Product IP, within one (1) year after the Closing Date. For five (5) years after the Closing Date, from and after the Closing Date, Seller shall provide to Buyer, at Buyer’s reasonable request and subject to Buyer’s reimbursement of Seller’s reasonable out-of-pocket costs, additional reasonable assistance as reasonably necessary to enable Buyer to assume and perform such prosecution responsibilities; provided, however, that Buyer shall not be obligated to reimburse Seller’s out-of-pocket costs until such costs reach $5,000. As reasonably requested and required, Seller also shall make available to Buyer any of its employees who are inventors of the Product IP and shall otherwise use reasonable efforts to cooperate with Buyer to enable Buyer to contact any other inventors of the Product IP (e.g., facilitating and assisting with introductions on behalf of Buyer). Notwithstanding the foregoing, Buyer shall be responsible for paying all government recordation fees and any other fees and expen...
Further Assurances; Further Documents. 5.5.1 Commencing on 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 Section 6, 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.
5.5.2 Each of Purchaser and Seller shall, and shall cause its respective Affiliates to, at the request of another 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.
Further Assurances; Further Documents. (a) As of 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 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.
(b) Each Party shall, and shall cause its respective Affiliates to, at the request of another 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.
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.
Section 7.8.2 Each of the Parties 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 other transactions contemplated hereby.
Section 7.8.3 RRT agrees to afford the Buyer and its representatives reasonable access to the properties, books and records of RRT’s Affiliates, and shall furnish the Buyer and its representatives, upon prior written notice (including notice via electronic mail) and in a timely manner, all financial, operating and other data and information as the Buyer or its Affiliates, through their respective representatives, may reasonably request in connection with the preparation of any reports to be filed with the SEC after the Closing Date; provided however, that except for information required to be filed with the SEC, all other information which is not filed with the SEC must be kept confidential in accordance with Section 7.2 of this Agreement.
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.
(b) Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, at the request of another Party, take all actions such other Party may reasonably request to transfer the Purchased Assets and the Assumed Liabilities on the terms and conditions of this Agreement in connection with the consummation of the Transactions.
(c) Each of Buyer and Seller shall, and shall cause its respective Subsidiaries to, at the request of another 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 consummation of the Transactions.
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.
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.
6.9.2 Each of Purchaser and Seller 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.
6.9.3 Parent shall use its commercially reasonable efforts to ensure that the Consideration Shares are (i) prior to Closing, conditionally approved for listing on the TSX subject only to the Standard Listing Conditions, and (ii) when issued, listed and posted for trading on the TSX upon their issuance. Parent shall in a timely manner file or cause to be filed with the TSX all necessary documents and shall take or cause to be taken all necessary steps as are necessary to satisfy its obligations set forth in the immediately preceding sentence (for greater certainty, Parent shall only be required to file documents required of Seller if and to the extent Seller complies with Section 6.9.4(i)). Parent will make all necessary filings and obtain all necessary regulatory consents and approvals (if any) from the Canadian securities commissions or regulators, and Parent will pay all filing, exemption and other fees required to be paid in Canada in connection with, the issuance and delivery of the Consideration Shares. Notwithstanding anything to the contrary in this Agreement, all costs and expenses incurred by Seller and its Affiliates in connection with the performance of its obligations set forth in Section 6.9.4, other than in respect of Personal Information Forms and other documents rega...
Further Assurances; Further Documents. 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.
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
