Common use of Notification of Customers Clause in Contracts

Notification of Customers. Within five (5) business days after the Closing, Purchaser and Seller shall jointly notify all wholesale distributors of the Product (i) of the transfer of the Purchased Assets to Purchaser, (ii) that all purchase orders for the Product received by Seller or any of its Affiliates prior to the Effective Date but not shipped prior to 11:59 p.m. (Central Time) on the Effective Date will be transferred to Purchaser (provided, however, that to the extent that any purchase order cannot be so transferred, Seller and Purchaser shall cooperate with each other to ensure that such purchase order is filled and that Purchaser receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred) and (iii) that all purchase orders for the Product received after the Effective Date should be sent to Purchaser, c/o ProStrakan, Inc., 000 Xxxxx 000/000, Xxxxx 000, Xxxxxxxxxxx, XX 00000, Attention: Xxxxx XxXxxxxx. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Appears in 2 contracts

Samples: Asset Purchase Agreement, Asset Purchase Agreement (GTX Inc /De/)

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Notification of Customers. Within five (5) business days Promptly after the Closing, Purchaser and Seller Reliant shall jointly notify all wholesale distributors of the Product (ia) of the transfer of the Purchased Acquired Assets to Purchaser, (iib) that all purchase orders for the Product received by Seller Reliant or any of its Affiliates prior to the Effective Closing Date but not shipped prior to 11:59 p.m. (Central TimeEST) on the Effective Closing Date will be transferred to Purchaser (provided, howeverthat, that to the extent that any purchase order cannot be so transferred, Seller Reliant and Purchaser shall cooperate with each other to ensure that such purchase order is filled and that Purchaser receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred) ), and (iiic) that all purchase orders for the Product received after the Effective Closing Date should be sent to PurchaserPurchaser at 60 Xxxxxxxxx Xxxxxx Xest, c/o ProStrakanPO Xxx 000000, Inc., 000 Xxxxx 000/000, Xxxxx 000, XxxxxxxxxxxXxxxxxxxx, XX 00000, Attention: Xxxxx XxXxxxxx-0000. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted Purchaser and filed separately Reliant shall agree upon an appropriate notice to wholesalers with respect to the Securities and Exchange Commission pursuant transfer of chargeback submissions to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedPurchaser effective thirty (30) days after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Reliant Pharmaceuticals, Inc.)

Notification of Customers. Within five (5) business days Promptly after the Closing, Purchaser and Seller Reliant shall jointly notify all wholesale distributors of the Product (ia) of the transfer of the Purchased Acquired Assets to Purchaser, (iib) that all purchase orders for the Product received by Seller Reliant or any of its Affiliates prior to the Effective Closing Date but not shipped prior to 11:59 p.m. (Central TimeEST) on the Effective Closing Date will be transferred to Purchaser (provided, howeverthat, that to the extent that any purchase order cannot be so transferred, Seller Reliant and Purchaser shall cooperate with each other to ensure that such purchase order is filled and that Purchaser receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred) ), and (iiic) that all purchase orders for the Product received after the Effective Closing Date should be sent to PurchaserPurchaser at 00 Xxxxxxxxx Xxxxxx West, c/o ProStrakanXX Xxx 000000, Inc., 000 Xxxxx 000/000, Xxxxx 000, XxxxxxxxxxxXxxxxxxxx, XX 00000, Attention: Xxxxx XxXxxxxx-0000. [ * ] = Certain confidential information contained in this document, marked by brackets, has been omitted Purchaser and filed separately Reliant shall agree upon an appropriate notice to wholesalers with respect to the Securities and Exchange Commission pursuant transfer of chargeback submissions to Rule 24b-2 of the Securities Exchange Act of 1934, as amendedPurchaser effective thirty (30) days after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Reliant Pharmaceuticals, Inc.)

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Notification of Customers. Within five (5) business days Promptly after the Closing, Purchaser and Seller Reliant shall jointly notify all wholesale distributors of the Product (ia) of the transfer of the Purchased Acquired Assets to Purchaser, (iib) that all purchase orders for the Product received by Seller Reliant or any of its Affiliates prior to the Effective Closing Date but not shipped prior to 11:59 p.m. (Central TimeEST) on the Effective Closing Date will be transferred to Purchaser (provided, howeverthat, that to the extent that any purchase order cannot be so transferred, Seller Reliant and Purchaser shall cooperate with each other to ensure that such purchase order is filled and that Purchaser receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred) ), and (iiic) that all purchase orders for the Product received after the Effective Closing Date should be sent to PurchaserPurchaser at 00 Xxxxxxxxx Xxxxxx West, c/o ProStrakanXX Xxx 000000, Inc., 000 Xxxxx 000/000, Xxxxx 000, XxxxxxxxxxxXxxxxxxxx, XX 00000, Attention-0000. Purchaser and Reliant shall agree upon an appropriate notice to wholesalers with [***]: Xxxxx XxXxxxxx. [ * ] = Certain confidential information contained in on this document, marked by brackets, page has been omitted and filed separately with the Securities and Exchange Commission pursuant Commission. Confidential treatment has been requested with respect to Rule 24b-2 the omitted portions. respect to the transfer of chargeback submissions to the Securities Exchange Act of 1934, as amendedPurchaser effective thirty (30) days after the Closing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Reliant Pharmaceuticals, Inc.)

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