Standard of Effort Sample Clauses

Standard of Effort. (a) Subject to the terms and conditions provided herein, each of the Company, Parent and Merger Sub agrees to use its reasonable best efforts to take, or cause to be taken, all action, and to do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable under applicable Law to consummate and make effective in the most expeditious manner practicable, the Offer, the Merger and the other Transactions, including: (i) obtaining all consents, approvals, authorizations and actions or non-actions required for or in connection with the consummation by the parties hereto of the Offer, the Merger and the other Transactions; (ii) the taking of all steps as may be necessary to obtain an approval or waiver from, or to avoid an action or proceeding by, a Governmental Authority; and (iii) the execution and delivery of any additional instruments necessary to consummate the Transactions and to fully carry out the purposes of this Agreement. The Company shall have the right to review and comment upon (to which reasonable and good faith consideration shall be given) all characterizations of the information relating to the Company; Parent shall have the right to review and comment upon (to which reasonable and good faith consideration shall be given) all characterizations of the information relating to Parent or Merger Sub; and each of the Company and Parent shall have the right to review and comment upon (to which reasonable and good faith consideration shall be given) all characterizations of the information relating to the Transactions, in each case that appear in any material filing (including the Offer Documents, the Schedule 14D-9, the Proxy Statement and any filing under U.S. and non-U.S. antitrust Laws or any state takeover Law) made in connection with the Transactions. The Company, Parent and Merger Sub agree that they shall consult with each other with respect to the obtaining of all such necessary permits, consents, approvals and authorizations of all third parties and Governmental Authorities. Notwithstanding the foregoing, neither the Company nor the Company Board shall be restricted from taking any action permitted by Section 6.8.
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Standard of Effort. ROCHE acknowledges that for those Products licensed to ROCHE hereunder, GENENTECH's sole opportunity to receive maximum potential revenue from sales of those Products in each country in the
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Standard of Effort. ROCHE acknowledges that for those Products licensed to ROCHE hereunder, GENENTECH's sole opportunity to receive maximum potential revenue from sales of those Products in each country in the Roche Territory is solely dependent on ROCHE's efforts and that a failure to provide the level of effort specified herein is likely to have a significant adverse effect on potential revenues to GENENTECH which would be inimical to the purposes of this Agreement. Therefore, the exclusive licenses granted to ROCHE under this Article shall be conditioned on ROCHE using its "best efforts" in each country in the Roche Territory to take all steps necessary in an expeditious fashion to obtain regulatory approval to sell the Product and thereafter to sell the Product in a manner so as to maximize its revenue potential. "Best efforts" shall mean efforts, including the commitment of all necessary personnel and financial resources, in a timeframe equivalent to that used by ROCHE to develop, promote and sell ROCHE's major pharmaceutical products.
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Related to Standard of Effort

  • Standard of Services All services to be rendered by SCM hereunder shall be performed in a professional, competent and timely manner subject to the supervision of the Board of Directors of the Corporation on behalf of the Funds. The details of the operating standards and procedures to be followed by SCM in the performance of the services described above shall be determined from time to time by agreement between SCM and the Corporation.

  • Standard of Care In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of obligations or duties hereunder on the part of the Sub-Advisor, the Sub-Advisor shall not be subject to liability to the Advisor, the Trust or to any shareholder of the Portfolio for any act or omission in the course of, or connected with, rendering services hereunder or for any losses that may be sustained in the purchase, holding or sale of any security.

  • Presumptions; Burden and Standard of Proof The parties intend and agree that, to the extent permitted by law, in connection with any Determination with respect to Indemnitee’s entitlement to indemnification hereunder by any person, including a court:

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Standard of Conduct To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”) shall be made as follows:

  • Good Faith Efforts The Parties wish to avoid disputes relating to or arising out of this Agreement. In the event of any dispute or perceived problems, each Party pledges itself to give notice to the other Party and to seek first an amicable resolution without regard to mediation or arbitration. Except as otherwise provided in this Agreement, a Party shall be given thirty (30) days from the date of such notice to correct its performance under this Agreement.

  • Servicer’s Standard of Care In performing Serviced Duties hereunder with respect to any Serviced Appointment, the Purchasers shall comply with the terms of the applicable Serviced Corporate Trust Contracts, including the standard of care set forth therein (including the standard that applies in the case of an event of default), and shall perform the Serviced Duties in accordance with the terms of the applicable Serviced Corporate Trust Contracts and this Agreement and in compliance with applicable Law, including, as applicable, Item 1122 of Regulation AB and 12 C.F.R. Part 9, as though the Purchasers were directly responsible for the Serviced Duties under the applicable Serviced Corporate Trust Contracts. Each of the Purchasers covenants and agrees that it shall perform the Serviced Duties in a manner consistent with (and with a standard of care no less than) the Purchasers’ practices in servicing its own corporate trust business (including the Business acquired by the Purchasers), and, with respect to each Serviced Appointment, in accordance with the applicable Serviced Corporate Trust Contract.

  • Manager’s Standard of Care Manager shall perform its duties under this Agreement in a manner consistent with professional property management services. In no event shall the scope or quality of services provided by Manager for the Property hereunder be less than those generally performed by professional property managers of similar properties in the market area where the Property is located. Manager shall make available to Owner the full benefit of the judgment, experience, and advice of the members and employees of Manager’s organization with respect to the policies to be pursued by Owner in operating the Property, and will perform the services set forth herein and such other services as may be requested by Owner in managing, operating, maintaining and servicing the Property.

  • Reasonable Commercial Efforts Reasonable commercial efforts means that the obligated party is required to make a diligent, reasonable and good faith effort to accomplish the applicable objective. Such obligation, however, does not require an expenditure of funds or the incurrence of a liability on the part of the obligated party, nor does it require that the obligated party act in a manner that would be contrary to normal commercial practices in order to accomplish the objective. The fact that the objective is or is not actually accomplished is not, by itself, an indication that the obligated party did or did not in fact utilize its reasonable commercial efforts in attempting to accomplish the objective.

  • Efforts (a) Subject to the terms and conditions of this Agreement, each Party shall use its commercially reasonable efforts, and shall cooperate fully with the other Parties, to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement (including the receipt of all applicable Consents of Governmental Authorities) and to comply as promptly as practicable with all requirements of Governmental Authorities applicable to the transactions contemplated by this Agreement.

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