Further Obligations of the Parties. (a) Whenever under the preceding sections of this Agreement, the Company is required hereunder to register Registrable Securities, it agrees that it shall also do the following:
(i) With prior notice and at reasonable times during normal business hours and without undue interruption of the Company's business or operations, permit each selling Holder or its counsel or other representatives to inspect and copy such corporate documents, records and properties as may reasonably be requested by them to enable them to exercise their due diligence responsibilities, and cause the Company's officers and agents to supply any information reasonably requested for that purpose;
(ii) Enter into any reasonable underwriting agreement containing such provisions as are customary for such an arrangement and use its best efforts to facilitate the public offering of the shares;
(iii) In connection with any underwritten public offering of such Registrable Securities, furnish on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering, addressed to the underwriters and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering addressed to the underwriters; and
(iv) Use its best efforts to insure the obtaining of all necessary approvals from the National Association of Securities Dealers, Inc.
(b) Whenever the Holders are registering Registrable Securities pursuant to any Registration Statement, each such Holder agrees to (i) timely provide to the Company, at its request, such information and materials as it may reasonably request in order to effect the registration of such Registrable Securities, (ii) enter into a written agreement with the underwriters and the Company in such form and containing such provisions as are customary in the securities business for such an arrangement between major underwriters and companies of the Company's size and investment stature, and such selling Holder of Registrable Securities will use its best efforts to cause its counsel to give any opinion customarily given in co...
Further Obligations of the Parties. 3.01 In the event that Mr. Wu elects to pay 10% of the Relevant Sum as contemplated in Xxxxxe 2.04(a)(ii), he shall:
(a) pay to Huachen 90% of the Relevant Sum (the "BALANCE") on or before the day falling 3 years after the Option Completion Date; and
(b) forthwith on the Option Completion Date:
(i) mortgage, charge and assign the Relevant Shares to Huachen as a continuing security for the due and punctual payment of Balance pursuant to the terms of this Deed; and
(ii) deliver to Huachen, as security for the performance of his payment obligation under Clause 3.01(a), the share certificate(s) for the Relevant Shares.
3.02 Huachen shall, upon receipt of the Balance or any part thereof from Mr. Wu in satisfaction of all or part of his obligations under Xxxxxx 3.01(a), as soon as reasonably practicable and at Mr. Wu's cost, release to Mr. Wu certificate(s) for such number xx Xxxxes as is calculatex xx xccordance with the following formula, which he previously delivered to Huachen pursuant to Clause 3.01(b)(ii) above and which were held by Huachen as security for performance by Mr. Wu of his obligation under Clause 3.01(a):
Further Obligations of the Parties. During the term of this Agreement::
(a) Each Party shall promptly notify the other, and provide copies as deemed necessary to or requested by the other Party (redacting any confidential information of Third Parties or information not pertaining to the Product), of any written comments, responses or notices received from the FDA, or other applicable state or federal regulatory authorities, which relate to or reasonably could be expected to impact the Product or the sale or manufacture of the Product.
(b) IPC at its own cost, shall obtain, maintain and comply with any and all Federal and state regulations and/or licenses with respect to the manufacture and licensing for sale of the Product, including, without limitation, maintaining the Product ANDA. Tris, at its own cost, shall obtain, maintain and comply with any and all Federal and state regulations and/or licenses applicable to distributors with respect to the sale and marketing of the Product in the Territory
(c) Each Party shall provide ongoing technical, sales, marketing or other support to the other, as reasonably requested from time to time, in responding to any important Product inquiries, and Product complaints and adverse experience reports within the time required by Applicable Law or regulation, and in evaluating the need for Recall.
(d) IPC shall reasonably cooperate with Tris in its sales and marketing activities by, among other things, supplying pertinent Product documentation as requested, including without limitation Packaging and Labeling. Tris shall reasonably cooperate with IPC by promptly responding to, among other things, reasonable inquiries from IPC pertaining to the supply of the Product, and the existing and expected inventory levels of the Product held by Tris and any Affiliate and Third Party sublicensee.
Further Obligations of the Parties. On and after the Closing Date:
(a) Each party shall execute all certificates, instruments and other documents and take all actions reasonably requested by the other party to effectuate the purposes of this Agreement and to consummate and evidence the consummation of the transactions herein provided for including, without limitation, such documents as may be required to effectuate the assignment and transfer of the Intangible Assets, including the Intellectual Property. Without limiting the generality of the foregoing, the Seller and the Buyer, agree to cooperate with each other and to provide each other with all information and documentation reasonably necessary to permit the preparation and filing of all United States Federal, state, local, and other Tax returns and Tax elections with respect to the Business.
(b) The Seller shall take all action reasonably necessary or appropriate to put the Buyer in immediate actual possession and operating control of all of the Purchased Assets.
(c) The Buyer and the Seller each agree to deliver to the other party (or to such governmental or taxing authority as the other party reasonably directs) any form of document that may be required or reasonably requested in order to obtain an exemption with respect to any Federal, state municipal or other, sales, use or other transfer Taxes that may otherwise be required to be paid on the transfer of the Purchased Assets or that may otherwise be due with respect to such transfer, promptly upon the earlier of (i) reasonable demand by the other party or (ii) learning that such form or document is required.
(d) The Buyer shall preserve and keep the records of the Business existing on the Closing Date for a period of ten (10) years from the Closing Date, or for any longer period as may be required by any government agency or ongoing litigation, and shall make such records available to the Seller as may be reasonably required by the Seller in connection with any legal proceedings against or governmental investigations of the Seller with respect to the Business. The Buyer shall notify the Seller sixty days prior to destroying such records and shall afford the Seller the opportunity to have such records sent to the Seller at Seller's sole expense.
(e) The Buyer shall perform its obligations under the Services and Installation Agreement.
Further Obligations of the Parties. (a) Covered Entity shall notify Business Associate of any limitations in its notice of privacy practices in accordance with 45 CFR §164.520, to the extent that such limitation may affect Business Associate's use or disclosure of PHI.
(b) Covered Entity shall notify Business Associate of any changes in, or revocation of, permission by an Individual to use or disclose PHI, to the extent that such changes may affect Business Associate's use or disclosure of PHI.
(c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR §164.522, to the extent that such restriction may affect Business Associate's use or disclosure of PHI.
(d) Covered Entity shall comply with all applicable state and federal privacy and security laws and regulations, including the HIPAA Rules. Covered Entity agrees to ensure that any patient authorizations or consents that may be required under state or federal law or regulation have been obtained in order to transmit PHI to Business Associate and to enable Business Associate and its subcontractors to use and disclose PHI as contemplated by this Agreement and the Business Associate Agreement.
Further Obligations of the Parties. The parties further covenant and agree that they will do all things necessary to give effect to this Agreement.
Further Obligations of the Parties. The parties shall apply for and diligently prosecute all applications for, and shall use their best efforts promptly to obtain, all consents, authorizations and approvals from such governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Agreement and shall use their best efforts to bring about the satisfaction as soon as practicable of all the conditions to Closing contained in Section 5 of this Agreement, including obtaining the required financing, and to effect the consummation of the transactions contemplated by this Agreement.
Further Obligations of the Parties. 13 6.1 Contracts of the Alcon Group............................ 13 6.2
Further Obligations of the Parties. Each Party shall provide the Benchmarking Advisor with such information and assistance as shall be agreed between the Parties. The Parties shall co-operate in good faith with the Benchmarking Advisor. The Parties agree that they may disclose to the Benchmarking Advisor the terms of this Agreement.
Further Obligations of the Parties a. Except as otherwise stated herein, each party will bear all of its own costs and expenses associated with its performance of this Agreement. In no event will either party be liable for any expense incurred by the other unless previously agreed in writing.
b. Each party represents and warrants to the other that it: (i) has all requisite corporate or company power and authority to enter into this Agreement; (ii) is duly authorized by all requisite action to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby, and that the same do not and will not conflict with or cause a default with respect to its obligations under any other agreement; (iii) has duly executed and delivered this Agreement; and (iv) this Agreement is enforceable against it in accordance with its terms.
