Common use of Reasonable Efforts; Further Assurance Clause in Contracts

Reasonable Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer and Seller will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by the Transaction Documents. Seller and Buyer agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents, to vest in Buyer or its Subsidiaries ownership of the Purchased Subsidiaries and good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed Liabilities. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make appropriate filings pursuant to applicable Competition Laws, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any applicable filings in the European Union, Korea and, to the extent required by Applicable Law, Brazil, China, Japan and Mexico, with respect to the transactions contemplated by the Transaction Documents as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within 10 Business Days of the date hereof. Each of Buyer and Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Competition Laws and shall take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by any of the Transaction Documents under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by any of the Transaction Documents as violative of any Competition Law, each of Buyer and Seller shall use its reasonable best efforts to promptly resolve such objections. In furtherance of the foregoing, Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates (including any Purchased Assets and any assets of any Purchased Subsidiary) and to terminate any existing relationships and contractual rights and obligations, as may be required (i) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law or (ii) by any domestic or foreign court or other tribunal, in any action or proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that Buyer and its Subsidiaries and controlled Affiliates will not have any obligation to take any such action that has or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Buyer and its Subsidiaries (including, after the Closing, the Business), taken as a whole, or of such controlled Affiliate.

Reasonable Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer the Syngenta Parties and Seller Diversa will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law applicable laws, rules and regulations to consummate the transactions contemplated by the Transaction Documentsthis Agreement. Seller The Syngenta Parties and Buyer Diversa agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents, this Agreement and to vest in Buyer or its Subsidiaries ownership of the Purchased Subsidiaries and Diversa good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed LiabilitiesAssets. (b) In furtherance Diversa and not in limitation the Syngenta Parties shall use reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the transactions contemplated by the Transaction Documents, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, each if required by applicable laws, rules and regulations, Diversa and the Syngenta Parties shall, promptly after the date of Buyer this Agreement, prepare and Seller file the notifications, if any, required under the HSR Act, in connection with the transactions contemplated by this Agreement. Diversa and the Syngenta Parties shall make appropriate filings pursuant respond as promptly as practicable to applicable Competition Laws, including an appropriate filing (i) any inquiries or requests received from the Federal Trade Commission or the Department of a Notification Justice for additional information or documentation and Report Form pursuant (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of Diversa and the Syngenta Parties shall (i) give the other party prompt notice of the commencement of any Proceeding by or before any Governmental Body with respect to the HSR Act and any applicable filings in transactions contemplated by the European UnionTransaction Documents, Korea and, (ii) keep the other party informed as to the extent required status of any such Proceeding, and (iii) subject to their obligations to comply with applicable laws, rules and regulations, promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the transactions contemplated by Applicable Lawthe Transaction Documents. Diversa and the Syngenta Parties will consult and cooperate with one another, Braziland will consider in good faith the views of one another, Chinain connection with any analysis, Japan and Mexicoappearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Proceeding with respect to the transactions contemplated by the Transaction Documents as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within 10 Business Days of the date hereof. Each of Buyer and Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant under or relating to the HSR Act and or any other Competition Laws and shall take all other actions reasonably necessary to cause the expiration federal or termination of the applicable waiting periods under state antitrust or fair trade law. In addition, except as may be prohibited by the HSR Act and or any other Competition Laws Governmental Body or by any applicable law or regulation or except as soon as practicable. (c) If may be requested by any objections are asserted Governmental Body, in connection with any Proceeding with respect to the transactions contemplated by any of the Transaction Documents under or relating to any Competition Law other federal or if any suit state antitrust or proceeding is instituted or threatened by any Governmental Authority fair trade law or any private party challenging any of the transactions contemplated by any of the Transaction Documents as violative of any Competition Lawother similar Proceeding, each of Buyer Diversa and Seller shall use its reasonable best efforts the Syngenta Parties agrees to promptly resolve such objections. In furtherance permit authorized Representatives of the foregoingother party to be present at each meeting or conference with government representatives relating to any such Proceeding and to have access to and be consulted in connection with any document or proposal made or submitted to any Governmental Body in connection with any such Proceeding. (c) Nothing in Section 7.01(b) will require either the Syngenta Parties or Diversa (i) to enter into any consent decree with respect to or otherwise accept any condition or restriction (A) seeking to restrain, Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to, take all actions, including agreeing to hold separate prohibit or to divest any of otherwise interfere with the businesses ownership or properties or assets of Buyer operation by (1) Diversa or any of its Affiliates (including of all or any portion of the Purchased Assets and or the business or assets of Diversa or any of its Affiliates, or (2) the Syngenta Parties or any of their Affiliates of all or any portion of the business or assets of the Syngenta Parties or any of their Affiliates, (B) seeking to compel (1) Diversa or any of its Affiliates to dispose of all or any portion of the Purchased Assets or of all or any portion of the assets of Diversa or any of its Affiliates or (2) the Syngenta Parties or any of their Affiliates to dispose of all or any portion of the assets of the Syngenta Parties or any of their Affiliates or (C) seeking to require divestiture by Diversa or any of its Affiliates of any Purchased Subsidiary) and to terminate any existing relationships and contractual rights and obligationsAssets, as may be required (i) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law or (ii) by to license or otherwise make available, or cause any domestic of its Affiliates to license or foreign court otherwise make available, to any Person, any technology, software, or other tribunal, in any action or proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid Intellectual Property Right. (d) During the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that Buyer and its Subsidiaries and controlled Affiliates will not have any obligation to take any such action that has or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Buyer and its Subsidiaries (including, six months after the Closing, the Business), taken as Syngenta Parties agree to make available to Diversa on a whole, or consulting basis the services of the TMRI bioinformatics group employees who transfer from TMRI to Syngenta Biotechnology Inc. (the "Bioinformatics Personnel") to consult with Diversa on bioinformatics issues. These services will be limited to 10% of the time (at the Syngenta Parties' expense) of such controlled AffiliateBioinformatics Personnel each month during such six months. Diversa shall promptly reimburse the Syngenta Parties for the out of pocket costs authorized by the Syngenta Parties under normal Syngenta policies of such Bioinformatics Personnel for travel and related expenses requested by Diversa. During the six months after Closing, the Syngenta Parties will, at Diversa's request, provide reasonable assistance to Diversa, at no cost to the Syngenta Parties, with respect to Diversa's obtaining similar license agreements to those listed in Schedule 3.06 and excluded from the rights licensed to Diversa. The Syngenta Parties shall have no liability to Diversa or its Affiliates or employees for the services and assistance referenced above.

Reasonable Efforts; Further Assurance. (a) Subject to the terms and conditions of this Agreement, Buyer the Syngenta Parties and Seller Diversa will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law applicable laws, rules and regulations to consummate the transactions contemplated by the Transaction Documentsthis Agreement. Seller The Syngenta Parties and Buyer Diversa agree to execute and deliver such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents, this Agreement and to vest in Buyer or its Subsidiaries ownership of the Purchased Subsidiaries and Diversa good title to the Purchased Assets and to confirm the assumption by Buyer or its Subsidiaries of the Assumed LiabilitiesAssets. (b) In furtherance Diversa and not in limitation the Syngenta Parties shall use reasonable efforts to file, as soon as practicable after the date of this Agreement, all notices, reports and other documents required to be filed with any Governmental Body with respect to the transactions contemplated by the Transaction Documents, and to submit promptly any additional information requested by any such Governmental Body. Without limiting the generality of the foregoing, each if required by applicable laws, rules and regulations, Diversa and the Syngenta Parties shall, promptly after the date of Buyer this Agreement, prepare and Seller file the notifications, if any, required under the HSR Act, in connection with the transactions contemplated by this Agreement. Diversa and the Syngenta Parties shall make appropriate filings pursuant respond as promptly as practicable to applicable Competition Laws, including an appropriate filing (i) any inquiries or requests received from the Federal Trade Commission or the Department of a Notification Justice for additional information or documentation and Report Form pursuant (ii) any inquiries or requests received from any state attorney general or other Governmental Body in connection with antitrust or related matters. Each of Diversa and the Syngenta Parties shall (i) give the other party prompt notice of the commencement of any Proceeding by or before any Governmental Body with respect to the HSR Act and any applicable filings in transactions contemplated by the European UnionTransaction Documents, Korea and, (ii) keep the other party informed as to the extent required status of any such Proceeding, and (iii) subject to their obligations to comply with applicable laws, rules and regulations, promptly inform the other party of any communication to or from the Federal Trade Commission, the Department of Justice or any other Governmental Body regarding the transactions contemplated by Applicable Lawthe Transaction Documents. Diversa and the Syngenta Parties will consult and cooperate with one another, Braziland will consider in good faith the views of one another, Chinain connection with any analysis, Japan and Mexicoappearance, presentation, memorandum, brief, argument, opinion or proposal made or submitted in connection with any Proceeding with respect to the transactions contemplated by the Transaction Documents as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within 10 Business Days of the date hereof. Each of Buyer and Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant under or relating to the HSR Act and or any other Competition Laws and shall take all other actions reasonably necessary to cause the expiration federal or termination of the applicable waiting periods under state antitrust or fair trade law. In addition, except as may be prohibited by the HSR Act and or any other Competition Laws Governmental Body or by any applicable law or regulation or except as soon as practicable. (c) If may be requested by any objections are asserted Governmental Body, in connection with any Proceeding with respect to the transactions contemplated by any of the Transaction Documents under or relating to any Competition Law other federal or if any suit state antitrust or proceeding is instituted or threatened by any Governmental Authority fair trade law or any private party challenging any of the transactions contemplated by any of the Transaction Documents as violative of any Competition Lawother similar Proceeding, each of Buyer Diversa and Seller shall use its reasonable best efforts the Syngenta Parties agrees to promptly resolve such objections. In furtherance permit authorized Representatives of the foregoingother party to be present at each meeting or conference with government representatives relating to any such Proceeding and to have access to and be consulted in connection with any document or proposal made or submitted to any Governmental Body in connection with any such Proceeding. (c) Nothing in Section 7.01(b) will require either the Syngenta Parties or Diversa (i) to enter into any consent decree with respect to or otherwise accept any condition or restriction (A) seeking to restrain, Buyer shall, and shall cause its Subsidiaries and controlled Affiliates to, take all actions, including agreeing to hold separate prohibit or to divest any of otherwise interfere with the businesses ownership or properties or assets of Buyer operation by (1) Diversa or any of its Affiliates (including of all or any portion of the Purchased Assets and or the business or assets of Diversa or any of its Affiliates, or (2) the Syngenta Parties or any of their Affiliates of all or any portion of the business or assets of the Syngenta Parties or any of their Affiliates, (B) seeking to compel (1) Diversa or any of its Affiliates to dispose of all or any portion of the Purchased Assets or of all or any portion of the assets of Diversa or any of its Affiliates or (2) the Syngenta Parties or any of their Affiliates to dispose of all or any portion of the assets of the Syngenta Parties or any of their Affiliates or (C) seeking to require divestiture by Diversa or any of its Affiliates of any Purchased Subsidiary) and to terminate any existing relationships and contractual rights and obligationsAssets, as may be required (i) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law or (ii) by to license or otherwise make available, or cause any domestic of its Affiliates to license or foreign court otherwise make available, to any Person, any technology, software, or other tribunal, in any action or proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid Intellectual Property Right. (d) During the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of the transactions contemplated by the Transaction Documents; provided that Buyer and its Subsidiaries and controlled Affiliates will not have any obligation to take any such action that has or would reasonably be expected to have a material adverse effect on the business, financial condition or results of operations of Buyer and its Subsidiaries (including, six months after the Closing, the Business), taken as Syngenta Parties agree to make available to Diversa on a whole, or consulting basis the services of the TMRI bioinformatics group employees who transfer from TMRI to Syngenta Biotechnology Inc. (the “Bioinformatics Personnel”) to consult with Diversa on bioinformatics issues. These services will be limited to 10% of the time (at the Syngenta Parties’ expense) of such controlled AffiliateBioinformatics Personnel each month during such six months. Diversa shall promptly reimburse the Syngenta Parties for the out of pocket costs authorized by the Syngenta Parties under normal Syngenta policies of such Bioinformatics Personnel for travel and related expenses requested by Diversa. During the six months after Closing, the Syngenta Parties will, at Diversa’s request, provide reasonable assistance to Diversa, at no cost to the Syngenta Parties, with respect to Diversa’s obtaining similar license agreements to those listed in Schedule 3.06 and excluded from the rights licensed to Diversa. The Syngenta Parties shall have no liability to Diversa or its Affiliates or employees for the services and assistance referenced above.

Reasonable Efforts; Further Assurance. (a) Subject to (and without limiting) the terms and conditions of this Agreement, Buyer and Seller will use their reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary or desirable under Applicable Law to consummate the transactions contemplated by the Transaction Documents. Seller and Buyer agree to execute and deliver deliver, and cause their respective Affiliates to execute and deliver, such other documents, certificates, agreements and other writings and to take such other actions as may be reasonably necessary or desirable in order to consummate or implement expeditiously the transactions contemplated by the Transaction Documents, to vest in Buyer or its designated Subsidiaries ownership of the Purchased Subsidiaries and good title to the Purchased Assets and to confirm assure the assumption by the Buyer or its designated Subsidiaries of the Assumed Liabilities. (b) In furtherance and not in limitation of the foregoing, each of Buyer and Seller shall make appropriate filings pursuant to applicable Competition Laws, including an appropriate filing of a Notification and Report Form pursuant to the HSR Act and any applicable filings in the European Union, Korea and, to the extent required by Applicable Law, Brazil, China, Japan and Mexico, with respect to the transactions contemplated by the Transaction Documents as promptly as reasonably practicable and, in the case of such Notification and Report Form pursuant to the HSR Act, in any event within 10 Business Days of the date hereof. Each of Buyer and Seller shall supply as promptly as reasonably practicable any additional information and documentary material that may be requested pursuant to the HSR Act and any other Competition Laws and shall take all other actions reasonably necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act and any other Competition Laws as soon as practicable. (c) If any objections are asserted with respect to the transactions contemplated by any of the Transaction Documents under any Competition Law or if any suit or proceeding is instituted or threatened by any Governmental Authority or any private party challenging any of the transactions contemplated by any of the Transaction Documents as violative of any Competition Law, each of Buyer and Seller shall use its reasonable best efforts to promptly resolve such objections. (c) Prior to the Closing, Seller agrees to use, and to cause its Affiliates to use, their respective commercially reasonable efforts to obtain the Required Consents. Seller shall keep Buyer informed on a current basis of the status of its efforts to obtain the Required Consents. In furtherance the event that any Required Consent cannot be obtained notwithstanding Seller’s commercially reasonable efforts to obtain it, Seller agrees to use commercially reasonable efforts to implement one or more alternatives to the Contract for which the Required Consent cannot be obtained in an effort to provide Buyer with the equivalent substantive benefit and burdens of the foregoing, Contract for which the Required Consent could not be obtained. Buyer shall, agrees to cooperate in good faith with Seller’s efforts under the preceding sentence. (d) Buyer shall use reasonable best efforts to obtain sufficient financing to pay the Purchase Price and shall cause its Subsidiaries and controlled Affiliates to, take all actions, including agreeing to hold separate or to divest any of the businesses or properties or assets of Buyer or any of its Affiliates (including any Purchased Assets and any assets of any Purchased Subsidiary) and to terminate any existing relationships and contractual rights and obligations, as may be required (i) by the applicable Governmental Authority in order to resolve such objections as such Governmental Authority may have to such transactions under any Competition Law or (ii) by any domestic or foreign court or other tribunal, in any action or proceeding brought by a private party or Governmental Authority challenging such transactions as violative of any Competition Law, in order to avoid the entry of, or to effect the dissolution, vacating, lifting, altering or reversal of, any order that has the effect of restricting, preventing or prohibiting the consummation of consummate the transactions contemplated by hereby as promptly as practicable (the Transaction Documents; provided that “Buyer and its Subsidiaries and controlled Affiliates will not have Financing”). Buyer shall notify Seller on a current basis of any obligation to take any such action that has or would reasonably be expected to have a material adverse effect on development in the business, financial condition or results availability of operations of the Buyer and its Subsidiaries (including, after the Closing, the Business), taken as a whole, or of such controlled AffiliateFinancing.