Common use of Reasonable Best Efforts; Certain Governmental Matters Clause in Contracts

Reasonable Best Efforts; Certain Governmental Matters. Upon the terms and subject to the conditions herein provided, each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) to comply promptly with all legal requirements that may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Purchaser or Seller in connection with the acquisition of the Conveyed Assets or the taking of any action contemplated by this Agreement, (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Conveyed Assets or this Agreement, including promptly appealing any adverse court or administrative decision.

Reasonable Best Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.03), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary for it to do under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including (i) to comply promptly with all legal requirements that which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), ; (ii) to satisfy the conditions precedent to the obligations of such party hereto, ; (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained by Purchaser, the Seller Corporations or made by Purchaser or Seller the Conveyed Companies in connection with the acquisition of the Conveyed Shares and the Purchased Assets or the taking of any action contemplated by this Agreement, ; (iv) to effect all registrations, filings and transfers of Environmental Permits necessary registrations for the operation of the Business and filings, and required under Environmental Laws; (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Conveyed Shares, the Purchased Assets or the other transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decisiondecision and (vi) to enter into extensions to the agreements listed on Schedule 8.03(a), on terms reasonably acceptable to Pfizer and Purchaser.

Reasonable Best Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary for it to do under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including (i) to comply promptly with all legal requirements that which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental AuthorityAuthority or other Person), ; (ii) to satisfy the conditions precedent to the obligations of such party hereto, ; (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Purchaser or Parent or the Seller Corporations in connection with the acquisition of the Conveyed Purchased Assets or the taking of any other action contemplated by this Agreement, Agreement and (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Conveyed Purchased Assets or the other transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision.

Reasonable Best Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including Section 2.2), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary for it to do under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, including to (i) to comply promptly with all legal requirements that which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, include furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental AuthorityAuthority or other Person), ; (ii) to satisfy the conditions precedent to the obligations of such party hereto, ; (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Purchaser or Parent or the Seller Corporations in connection with the acquisition of the Conveyed Purchased Assets or the taking of any other action contemplated by this Agreement, Agreement and (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Conveyed Purchased Assets or the other transactions contemplated by this Agreement, including promptly appealing any adverse court or administrative decision.

Reasonable Best Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including, without limitation, Section 2.2 hereof), each of the parties hereto agrees to use its reasonable best efforts Best Efforts to take, or cause to be taken, all action actions and to do, or cause to be done, all things necessary under applicable laws and regulations Laws to consummate and make effective the transactions contemplated by this Agreementthe Transaction Agreements, including, without limitation, (i) to comply promptly with all legal requirements that which may be imposed on it with respect to this Agreement the Transaction Agreements and the transactions contemplated hereby thereby (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), ; (ii) to satisfy the conditions precedent to the obligations of such party hereto, ; (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by the Purchaser Group or Seller the Sellers in connection with the acquisition of the Conveyed Assets or the taking of any action transactions contemplated by this Agreement, the Transaction Agreements; and (iv) to effect all necessary registrations and filings, and (v) to take any action reasonably necessary to vigorously defend, lift, mitigate, mitigate or rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition consummation of the Conveyed Assets or this Agreementtransactions contemplated by the Transaction Agreements, including promptly appealing any adverse court or administrative decision.

Reasonable Best Efforts; Certain Governmental Matters. (a) Upon the terms and subject to the conditions herein providedprovided (including, without limitation, Section 2.3 hereof), each of the parties hereto agrees to use its reasonable best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary for it to do under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitationlimitations, (i) to comply promptly with all legal requirements that which may be imposed on it with respect to this Agreement and the transactions contemplated hereby (which actions shall include, without limitation, furnishing all information required by applicable Law in connection with approvals of or filings with any Governmental Authority), (ii) to satisfy the conditions precedent to the obligations of such party hereto, (iii) to obtain any consent, authorization, order or approval of, or any exemption by, any Governmental Authority or other public or private third party required to be obtained or made by Purchaser Purchaser, the Seller Corporations or Seller the Conveyed Subsidiaries or any of their respective Subsidiaries in connection with the acquisition of the Shares and the Conveyed Assets or the taking of any action contemplated by this Agreement, (iv) to effect all necessary registrations and filingsfilings including, without limitation, all materials required under Environmental Laws and all transfer requests required for Environmental Permits, and (v) to take any action reasonably necessary vigorously to vigorously defend, lift, mitigate, rescind the effect of any litigation or administrative proceeding adversely affecting the acquisition of the Shares and the Conveyed Assets or this Agreement, including promptly appealing any adverse court or administrative decision.