Purchaser’s Efforts. The Purchaser will use its commercially reasonable efforts to cause the satisfaction of the conditions set forth in Section 4.04 which are within the Purchaser's control and to cause the transactions contemplated by the Sale Documents to be consummated, in each case, on or prior to the Termination Date.
Purchaser’s Efforts. Without limiting the provisions set forth in paragraphs (a) and (b) above, Purchaser shall use commercially reasonable efforts to obtain any consent, approval or waiver relating to the HSR Act or any Competition Law that is required for the consummation of the transactions contemplated by this Agreement. For the avoidance of doubt, if any administrative or judicial action or proceeding is instituted (or threatened to be instituted) challenging the transactions contemplated by this Agreement as violative of any Competition Law, or if any judgment or Law is enacted, entered, promulgated or enforced by a Governmental Authority that would make such transactions illegal or would otherwise prohibit or materially impair or delay the consummation of such transactions, Purchaser shall use commercially reasonable efforts to contest and resist in good faith any such action or proceeding and shall use commercially reasonable efforts to have vacated, lifted, reversed or overturned any judgment, whether temporary, preliminary or permanent, that is in effect and that prohibits, prevents or restricts consummation of the transactions contemplated by this Agreement. Notwithstanding anything to the contrary contained in this Agreement, neither Purchaser nor its Affiliates shall be required to take any action that (i) involves divestiture of an existing business or any material assets of Purchaser or its Affiliates, including, after the Closing, the Business or any Purchased Assets, (ii) involves unreasonable expense, (iii) could reasonably be expected to materially impair the overall benefit expected to be realized from the consummation of the transactions contemplated by this Agreement or (iv) involves behavioral commitments or limits Purchaser’s rights of ownership in any of its or its Affiliates’ assets, or after the Closing, the Purchased Assets or any assets of the Business.
Purchaser’s Efforts. The Purchaser will use its commercially reasonable best efforts to cause (i) the conditions to Closing set forth in Section 4.02 which are within the Purchaser’s control to be satisfied on or prior to the Target Date, and (ii) the Transactions to be consummated on the Target Date. The Purchaser will obtain the Purchaser Required Consents at its expense.
Purchaser’s Efforts. To the extent necessary in order for Purchaser to pay the Closing Amount at Closing, Purchaser shall use commercially reasonable efforts to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Debt Financing on terms and conditions acceptable to Purchaser in its sole discretion. Notwithstanding the foregoing, the consummation by Purchaser of any financing, including a Debt Financing, is not a condition precedent to Purchaser’s obligation to pay the Closing Amount or satisfy any of its other obligations under this Agreement, nor shall the completion of any Debt Financing result in a delay of the Closing beyond the Closing Date. Initials: Seller /s/ JB Purchaser /s/ JD
Purchaser’s Efforts. Purchaser hereby agrees, contingent upon Seller's performance of its obligations under Section 4.1 above (including with respect to the Transition, Data Transfer and Services Plan) as well as the absence of any Abandonment Decision, that Purchaser will exercise its Commercially Reasonable Efforts to seek (a) promptly to initiate efforts with respect to development of a Product in its first indication, (b) FDA Approval of such Product, (c) following FDA Approval, to market such Product in the United States, (d) appropriate regulatory approval for, and following such approval to market, such Product in those jurisdictions outside of the United States which are determined by Purchaser (in its sole discretion) to offer commercially attractive opportunities for such Product and (e) to initiate development efforts in the United States with respect to a Product with [CONFIDENTIAL TREATMENT] as the Indication no later than [CONFIDENTIAL TREATMENT] following the Effective Date, although these obligations shall be subject to Abandonment Review Extension (without reference, for this purpose, to any specific Back-End Milestone Date) and, for the avoidance of any doubt, any Force Majeure Extension.
Purchaser’s Efforts. The Purchaser will make on a timely basis and diligently pursue all requisite applications and notifications necessary to secure any regulatory consents or approvals that may be required to permit the Purchaser to acquire the Purchased Shares.
Purchaser’s Efforts. From and after Closing, Purchaser shall use Commercially Reasonable Efforts to develop Product towards Marketing Authorization in the United States, Japan or the European Union for at least one indication and to commercialize such Product in the applicable territory following receipt of Marketing Authorization therein. Seller acknowledges that development activities toward Marketing Authorization for various countries may be conducted, in Purchaser’s reasonable discretion, sequentially rather than simultaneously. Except as expressly provided in this Agreement, there shall be no obligations of development, commercialization or other diligence, either implied or construed, upon Purchaser.
