Common use of Further Assurances; Further Documents Clause in Contracts

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 expenses incurred by Buyer in connection with the transfer of title of the Product IP to Buyer. (d) For a period of at least three years from and after the date of this Agreement, Seller shall not dispose of any records relating to the Assets, except for tax returns and related tax records that are disposed under Seller’s document retention policies in Seller’s ordinary course of business, without Buyer’s written consent, which consent shall not be unreasonably withheld or delayed.

Further Assurances; Further Documents. (a) On and after the date of this AgreementExecution Date, each of the parties 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 Article VII, as applicable to each of them, and (ii) to cause the Acquisition 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. (b) On and after the Closing Date, each of Buyer Purchaser and Seller shall, at the request of the other partyParty, execute and deliver to such other party Party all such further instruments, assignments, assurances and other documents as such other party Party may reasonably request in connection with the carrying out of this Agreement, the Ancillary Agreements Agreement and the AcquisitionTransaction. (c) Without limiting the foregoing, on and after the Closing Date, Seller shall provide to Buyer Purchaser assistance with respect to the Product IPIntellectual Property, and Buyer Purchaser shall assume responsibilities with respect to the Product IP Intellectual Property (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 BuyerPurchaser, the parties Parties shall use commercially reasonable efforts to complete the recordation with relevant patent authorities in the jurisdiction Territory of the transfer to Buyer Purchaser of the Product IPIntellectual Property, and to execute and file with such authorities all other documents necessary to effect BuyerPurchaser’s assumption of all prosecution responsibilities with respect to the Product IPIntellectual Property, 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 BuyerPurchaser, at BuyerPurchaser’s reasonable request and subject to BuyerPurchaser’s reimbursement of Seller’s reasonable out-of-pocket costs, additional reasonable assistance as reasonably necessary to enable Buyer Purchaser to assume and perform such prosecution responsibilities; provided, however, that Buyer Purchaser shall not be obligated to reimburse Seller’s out-of-pocket costs until such costs reach $5,00050,000. As reasonably requested and required, Seller also shall make available to Buyer Purchaser any of its employees who are inventors of the Product IP Intellectual Property and shall otherwise use reasonable efforts to cooperate with Buyer and assist Purchaser to enable Buyer Purchaser to contact any other inventors of the Product IP Intellectual Property (e.g., facilitating and assisting with introductions on behalf of BuyerPurchaser). Notwithstanding the foregoing, Buyer Purchaser shall be responsible for paying all government recordation fees and any other fees and expenses incurred by Buyer Purchaser in connection with the transfer of title of the Product IP to Buyer. (d) For a period of at least three years from and after the date of this Agreement, Seller shall not dispose of any records relating to the Assets, except for tax returns and related tax records that are disposed under Seller’s document retention policies in Seller’s ordinary course of business, without Buyer’s written consent, which consent shall not be unreasonably withheld or delayedIntellectual Property to Purchaser.

Further Assurances; Further Documents. SD\906843.15 (a) On and after As of the date of this AgreementExecution Date, each of the parties 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 Article VII, as applicable to each of them, and (ii) to cause the Acquisition 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) On Each Party shall, and after the Closing Date, each of Buyer and Seller shallshall cause its respective Affiliates to, at the request of the other partyanother Party, execute and deliver to such other party Party all such further instruments, assignments, assurances and other documents as such other party Party may reasonably request in connection with the carrying out of this Agreement, the Ancillary Agreements Agreement and the AcquisitionTransactions. (c) Without limiting the foregoing, on and after As of the Closing Date, Seller Purchaser shall provide have the right to Buyer assistance with respect extend offers of employment 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) such Business Employees 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 Datemay be determined by Purchaser. 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 accept Purchaser’s employment offer 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 who become employed by Purchaser shall be responsible referred to herein as “Transferred Employees.” Nothing in this Agreement shall limit Purchaser’s ability to terminate the employment of any Transferred Employee at any time and for paying all government recordation fees and any other fees and expenses incurred by Buyer in connection with the transfer of title of the Product IP to Buyerreason, including without cause. (d) For a period of at least three years from and after Except as otherwise expressly contemplated by the date of this Transition Services Agreement, Seller shall not dispose be responsible for all liabilities, obligations and commitments relating to compensation and benefits relating to Business Employees (including any Transferred Employees) earned or otherwise arising prior to the Closing or as a result of the transactions contemplated by this Agreement, including any severance compensation, vacation pay and bonus payments. (e) Seller shall provide promptly to Purchaser, at Purchaser’s request, any information or copies of personnel records (including addresses, dates of birth, dates of hire and dependent information) relating to the AssetsTransferred Employees or relating to the service of Transferred Employees with Seller (and predecessors of Seller, as applicable) prior to the Closing Date, except for tax returns to the extent prohibited by Law. Seller and related tax records that are disposed under Seller’s document retention policies in Seller’s ordinary course Purchaser shall each cooperate with the other and shall provide to the other such documentation, information and assistance as is reasonably necessary to effect the provisions of business, without Buyer’s written consent, which consent shall not be unreasonably withheld or delayedthis Section 6.7(e).