General Efforts. Without limiting any provision of the Subscription Agreement, subject to the terms and conditions of this Agreement, each of XC, FX and FH shall cooperate with the other parties hereto and use its reasonable best efforts (unless, with respect to any action, another standard of performance is expressly provided for herein) to take, or cause to be taken, all actions, and to do, or cause to be done, and assist the other party hereto in doing, all things reasonably necessary, proper or advisable to cause the conditions to the RA Closing and the SA Closing to be satisfied as promptly as practicable and to consummate the Transactions as promptly as practicable, including:
(i) the making of all filings, notices, petitions, statements, registrations, submissions of information, applications and other documents and the taking of all steps as may be necessary, including convening any prerequisite meetings of bodies of FH or FX, to obtain a required approval, consent, registration, waiver, permit, authorization, Order or other confirmation from, or to avoid an Action by, any Governmental Authority or any other Third Party,
(ii) the taking of actions to provide required notices, and obtain required consents or waivers, including in respect of any applicable Material Contracts,
(iii) the defending of any Actions challenging this Agreement or any other Transaction Documents or the consummation of the Transactions, including seeking to have any stay or temporary restraining order entered by any court or other Governmental Authority vacated or reversed, and
(iv) the execution and delivery of any additional instruments necessary to consummate the Transactions, and to fully carry out the purposes of this Agreement and the other Transaction Documents.
General Efforts. Merck (and its Affiliates), either itself or together with Third Party(ies), shall have the sole right to (and shall control all aspects of) conduct Research, and to develop (including pre-clinical and clinical development), manufacture, register and commercialize (including marketing, promoting, selling, distributing and determining pricing for) Compounds and Products, and for clarity, Chimerix (and its Affiliates) shall have no right to do so, except as may be expressly provided in Section 3.3.5 and Section 2.4 (with respect to the Chimerix Internal Research). Merck shall use Commercially Reasonable Efforts to develop, seek Marketing Authorization (as necessary) for, and commercialize, at least one Product for use in the Field in (i) the United States, and (ii) at least three (3) of the Major Markets in the EU. For clarity, the Parties agree that Merck’s primary focus with respect to the development of Product hereunder initially will be to use Commercially Reasonable Efforts to develop a Product for the HIV Indication, and following the First Commercial Sale of a Product for the HIV Indication, Merck shall also use Commercially Reasonable Efforts to develop a Product for one or more other Indications, which may include the HBV Indication; provided, however, that any failure to use Commercially Reasonable Efforts to develop a Product for any such other Indications shall not give rise to a right of termination of this Agreement (in whole or in part) by Chimerix under Section 8.3.1(a). All other development, seeking Marketing Authorizations, and commercialization efforts with respect to the Compounds and Products shall be at the discretion of Merck.
General Efforts. (a) Upon the terms and subject to the conditions set forth in this Agreement (including this Section 5.9(a)) and subject to any different standard set forth herein with respect to any covenant or obligation (including Section 5.1, Section 5.6 and Section 5.9(b)), Parent and Merger Sub shall (and shall cause their respective Subsidiaries to, if applicable), on the one hand, and the Company shall (and shall cause its Subsidiaries to), on the other hand, use their respective commercially reasonable efforts to (i) take (or cause to be taken) all actions; (ii) do (or cause to be done) all things; and (iii) assist and cooperate with the other parties hereto in doing (or causing to be done) all things, in each case as are necessary, proper or advisable to consummate and make effective, as promptly as reasonably practicable, the Merger and the other transactions contemplated hereby, including by (A) causing the conditions to the Merger of the other party hereto set forth in Article VI to be satisfied (but not waived) and (B) (1) obtaining all consents, waivers, approvals, orders and authorizations from Governmental Entities; and (2) making all registrations, declarations and filings with Governmental Entities, in each case that are necessary or advisable to consummate the transactions contemplated hereby. In furtherance of the foregoing, the Company and Parent shall use commercially reasonable efforts to promptly notify each other of (w) any notice or other communication received by such party from any Governmental Entity in connection with the Merger or the other transactions contemplated hereby or from any Person alleging in writing that the consent of such Person is or may be required in connection with the Merger or the other transactions contemplated hereby, (x) any Action commenced or, to such party’s knowledge, threatened in writing against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Merger or the other transactions contemplated hereby, (y) any other written notice or other written communication from any third party to a Material Contract that such Person is terminating (or seeking to terminate) its relationship with the Company or any of its Subsidiaries as a result of the transactions contemplated by this Agreement or (z) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of th...
General Efforts. (i) In addition to and without limiting the rights and obligations set forth in Sections 7.1, 7.3, 7.7 and 7.8 and subject to the other terms and conditions of this Section 7.6, the Company and Parent shall cooperate with each other and use (and shall cause their respective Subsidiaries to use) their respective reasonable best efforts to take or cause to be taken all actions necessary or advisable on its part under this Agreement (including as set forth in Section 7.6(a)(i) of the Company Disclosure Letter) and applicable Law to consummate the transactions contemplated by this Agreement as promptly as practicable after the date of this Agreement, including preparing and delivering or submitting documentation to (A) effect the expirations of all waiting periods under applicable Antitrust Law as promptly as practicable after the date of this Agreement and (B) make with and obtain from, any Governmental Entity, as applicable, all filings, notices, reports, consents, registrations, approvals, non-objections, permits and authorizations, in each case, necessary or advisable in order to consummate the transactions contemplated by this Agreement prior to the Outside Date, including the other Company Approvals and the other Parent Approvals.
(ii) The Company and Parent shall each use reasonable best efforts to, as promptly as practicable, advise the other party upon receiving any written communication from any Governmental Entity or third party whose consent or approval is required for consummation of the transactions contemplated by this Agreement that causes such party to believe that there is a reasonable likelihood that any such consent or approval will not be obtained or that the receipt of any such consent or approval will be materially delayed.
General Efforts. It is recognized that the remediation of the Picher Field/Tar Creek area is essential, but will adversely affect historic properties within the Pitcher Field/Tar Creek area. To the extent possible, the agencies shall make reasonable and good-faith efforts to encourage the preservation and interpretation of historic properties and the history of the Picher Field/Tar Creek area for economic and educational benefit of the public. The agencies are encouraged to assist in preserving the historical (archival) records of the Picher Field/Tar Creek area and making them accessible to the researchers and the general public; encouraging the preservation of significant historic properties not affected by remediation (subject to willing property owners); and other measures.
General Efforts. Prior to Closing, each of Buyer and Seller shall, and shall cause each of its Affiliates to, use its reasonable best efforts to (i) promptly obtain all Governmental Approvals that are necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements, (ii) take all such actions as are reasonably requested by any Governmental Authority to obtain such Governmental Approval or are otherwise reasonably necessary in order to obtain such Governmental Approvals (including by (A) seeking to prevent the initiation of any Action, inquiry or formal investigation challenging this Agreement or any Transaction Agreement or the consummation of the transactions contemplated hereby or thereby and (B) promptly providing to a Governmental Authority any information and documents requested by such Governmental Authority or that are necessary, proper or advisable to permit consummation of the transactions contemplated by the Transaction Agreements) and (iii) avoid the entry of, or to effect the dissolution of, any Governmental Order that would otherwise have the effect of preventing or materially delaying the consummation of the transactions contemplated by this Agreement. The parties to this Agreement shall cooperate with the reasonable requests of each other in promptly seeking to obtain all such Governmental Approvals. Neither Seller nor Buyer shall take, or permit any of their Affiliates to take, any action that would reasonably be expected to have the effect of delaying, impairing or impeding the receipt of any required Governmental Approval.
General Efforts. Prior to Closing, each of Buyer and Seller shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to promptly obtain all Governmental Approvals (including with respect to Permits and Environmental Permits) that may be or become necessary for its execution and delivery of, performance of its obligations pursuant to, and consummation of the transactions contemplated by, the Transaction Agreements. The parties to this Agreement shall cooperate with the reasonable requests of each other in promptly seeking to obtain all such Governmental Approvals. Neither Seller nor Buyer shall take, or permit any of their Subsidiaries to take, any action that would reasonably be expected to have the effect of materially delaying, impairing or impeding the receipt of any required Governmental Approval.
General Efforts. Purchaser, from the Closing Date until the date that Purchaser pays to Seller the last Sales Milestone payment pursuant to Section 3.02(c), shall, subject to Section 8.04(b), take commercially reasonable efforts to cause each of the Trailing Four Quarter Net Sales targets set forth in Section 3.02(c) to occur as soon as reasonably practicable.
General Efforts. Upon the terms and subject to the conditions of this Agreement, each Party will use commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things necessary, proper or advisable (subject to any Laws) to consummate the transactions contemplated by this Agreement and any Related Agreement (including satisfaction, but not waiver, of the Closing conditions set forth in ARTICLE II).
