Common use of Transfer of Permits Clause in Contracts

Transfer of Permits. i. Promptly after the Closing Date, the parties will collaborate to determine a timetable and procedure for the transfer or re-issuance to Purchaser of all Permits held by Spectrum, Bayer or their Affiliates used in the Licensed Business. The parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to (a) provide the required notices to, and/or obtain the authorizations, approvals, consents or waivers from, Governmental Authorities and third parties in order to transfer all Transferred Permits to Purchaser or its Affiliates and/or to enable Purchaser or its Affiliates to obtain its or their own substitute Permits for the Licensed Business and (b) to the extent permitted under applicable Legal Requirements and/or the issuing body of a Permit, allow Purchaser or its Affiliates to distribute, market, import and sell Licensed Products from and after the Closing while the applicable Permit remains held by Spectrum, Bayer or an Affiliate of Spectrum or Bayer or until Purchaser or its Affiliates can obtain its or their own Permit or the applicable Permits are transferred to Purchaser. With respect to all Permits that relate in part to the Licensed Business and in part to the businesses of Spectrum, Bayer and their Affiliates other than the Licensed Business (the “Joint Permits”), each of Purchaser and Spectrum shall use commercially reasonable efforts in seeking separate Permits for each such business.

Transfer of Permits. i. 9.9.1 Promptly after the Closing Execution Date, the parties will collaborate to determine a timetable and procedure for the transfer or re-issuance to Purchaser of all Permits held by Spectrum, Bayer or their its Affiliates used in the Licensed Bayer Business. The parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to (a) provide the required notices to, and/or obtain the authorizations, approvals, consents or waivers from, Governmental Authorities and third parties in order to transfer all Transferred Permits to Purchaser or its Affiliates and/or to enable Purchaser or its Affiliates to obtain its or their own substitute Permits for the Licensed Bayer Business and (b) to the extent permitted under applicable Legal Requirements and/or the issuing body of a Permit, allow Purchaser or its Affiliates to distribute, market, import and sell Licensed Products from and after the Closing while the applicable Permit remains held by Spectrum, Bayer or an Affiliate of Spectrum or Bayer or until Purchaser or its Affiliates can obtain its or their own Permit or the applicable Permits are transferred to PurchaserPermit. With respect to all Permits that relate in part to the Licensed Bayer Business and in part to the businesses of Spectrum, Bayer and their its Affiliates other than the Licensed Bayer Business (the “Joint Permits”), each of Purchaser and Spectrum Bayer shall use commercially reasonable efforts in seeking separate Permits for each such business.

Transfer of Permits. i. 8.14.1 Promptly after the Closing Execution Date, the parties will collaborate to determine a timetable and procedure for the transfer or re-issuance to Purchaser Genzyme of all Permits held by Spectrum, Bayer or their Affiliates used in the Licensed Bayer Business. The parties shall, and shall cause their Affiliates to, use commercially reasonable efforts to (a) provide the required notices to, and/or obtain the authorizations, approvals, consents or waivers from, Governmental Authorities and third parties in order to transfer all Transferred Permits to Purchaser Genzyme or its Affiliates Affiliates, and/or to enable Purchaser Genzyme or its Affiliates to obtain its or their own substitute Permits for the Licensed Business Bayer Business, and (b) to the extent permitted under applicable Legal Requirements and/or the issuing body of a Permit, allow Purchaser Genzyme or its Affiliates to distribute, market, import and sell Licensed Products from and after the Closing while the applicable Permit remains held by Spectrum, Bayer or an Affiliate of Spectrum or Bayer or until Purchaser Genzyme or its Affiliates can obtain its or their own Permit or the applicable Permits are transferred to PurchaserPermit. With respect to all Permits that relate in part to the Licensed Bayer Business and in part to the businesses of Spectrum, Bayer and their its Affiliates other than the Licensed Bayer Business (the “Joint Permits”), each of Purchaser Genzyme and Spectrum Bayer shall use commercially reasonable efforts in seeking separate Permits for each such business.