Common use of Transferred Contracts Clause in Contracts

Transferred Contracts. As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

Transferred Contracts. As of the date hereof, except for Excluded ContractsExcept as set forth on Schedule 2.2, the Transferred Contracts listed on Schedule 1.1(bbbb) are all of the executory Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller Person used in the ordinary course operation of business the Business, and consistent with past practices that have not been provided to Buyer, true and complete copies of all such Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Except as set forth on Schedule 2.2, the Transferred Contracts are all of the Contracts necessary for the operation of the Business. Except as would not have a Material Adverse Effect on Seller, each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereofbreach, violation or default thereunder nor to Seller’s Knowledge is any party Person obligated to Seller pursuant to any such Transferred Contract in breach, violation or Lease Agreement in breach thereofdefault thereunder. Seller has neither breached, violated nor defaulted under, nor not received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease AgreementContract. Seller has obtained, or will obtain prior to Immediately following the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement except as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closingwould not have a Material Adverse Effect on Seller, Buyer will be permitted to exercise all of the rights Seller had immediately prior to the Closing under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties fees or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement not occurred; provided, however, that Seller makes no representation or warranty as to restrictions that may exist, or payments that may be required, by virtue of any condition applicable to Buyer or any action or inaction taken by Buyer and the Collateral Agreements Existing JNJ-ACI License will be terminated pursuant to the Termination Agreement. Other than the Transferred Contracts and other than as contemplated by the Termination Agreement, there is no agreement (not occurredto compete or otherwise), commitment, judgment, injunction, order or decree to which Seller is a party relating to the Business or otherwise binding upon the Seller or the Business which has or may have the effect of prohibiting or impairing the transactions contemplated by this Agreement, or affecting the validity, use or enforceability of the Purchased Assets. Other than the Transferred Contracts, Seller has not received entered into any notice regarding agreement which places any actualrestrictions upon Seller with respect to selling, allegedlicensing or otherwise distributing any of the Seller Products, possible the Transferred Intellectual Property Rights, or the JNJ Transferred Intellectual Property Rights to, or providing services to, customers or potential violation customers or breach ofany class of customers, in any geographic area, during any period of time or default underin any segment of the market. To Seller’s Knowledge, any no party to a Transferred Contract or Lease Agreement. Seller that requires consent to transfer has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable indicated to Seller that it is unwilling to provide such consent or owed by to provide a release of Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Personin connection therewith.

Transferred Contracts. As (a) Prior to the Closing, Seller shall use its reasonable best efforts to assign, transfer, convey or otherwise deliver at the Closing the Transferred Contracts to Buyer or one of its Affiliates (including as of the date hereofClosing the Transferred Companies and their Subsidiaries), except for Excluded including, in the case of Commingled Contracts, by assigning the Contracts listed on Schedule 1.1(bbbb) are portion of such Commingled Contract relating to the operation and conduct of the Business or using reasonable best efforts to cause the applicable third party to enter into an amendment or a new agreement, in each case, such that Buyer and its Affiliates receive substantially all of the Contracts between Seller benefits and any third partybear all of the costs, liabilities and burdens with respect to such Transferred Contracts. Except for copies To the extent that the sale, assignment, transfer, conveyance or delivery or attempted sale, assignment, transfer, conveyance or delivery to Buyer or one of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) its Affiliates (including all amendments, schedules as of the Closing the Transferred Companies and exhibits theretotheir Subsidiaries) have been delivered to Buyer. Each of any Transferred Contract is prohibited by any applicable Law or Lease Agreement would require any governmental or third party authorizations, approvals, consents, amendments or waivers, the parties shall use reasonable best efforts to cooperate with each other to obtain promptly such authorizations, approvals, consents, amendments or waivers prior to the Closing; provided, however, that Seller shall not be required to pay any non-de minimis consideration or make any non-de minimis concession therefor; provided, further, that Seller shall not agree to any bundling of services or discount arrangements without the prior written consent of Buyer in connection therewith. If such authorization, approval, consent, amendment or waiver is in full force and effect and obtained as of the Closing, Seller is not in breach thereofshall assign, nor to Seller’s Knowledge is any party obligated to Seller pursuant to transfer, convey or deliver any such Transferred Contract to Buyer or Lease Agreement in breach thereofone of its Affiliates (including as of the Closing the Transferred Companies and their Subsidiaries), as applicable, at no additional cost at the Closing. If, at the Closing, such authorization, approval, consent, amendment or waiver shall not have been obtained, and provided Seller has neither complied with this Section 6.06(a), then under no circumstances shall Seller or its Affiliates be subject to any liability solely on account of the failure to obtain any such authorization, approval, consent, amendment or waiver. Buyer further agrees that, other than if and to the extent Seller has breached this Section 6.06(a), no representation, warranty or other covenant of Seller, other than if and to the extent Seller has breached this Section 6.06(a), contained in this Agreement shall be breached or deemed breached, violated nor defaulted underand no condition to Buyer’s obligations to close the Transactions shall be deemed not satisfied as a result of (i) the failure to obtain any such authorization, nor received notice that Seller has breachedapproval, violated consent, amendment or defaulted under, waiver or as a result of any of the terms such default or conditions termination of any Transferred Contract Contract; or Lease Agreement. Seller has obtained(ii) any lawsuit, action, claim, proceeding or will obtain prior investigation commenced or threatened by or on behalf of any Person arising out of or relating to the Closingfailure to obtain any authorization, all necessary consentsapproval, waivers and approvals of parties to any Transferred Contract consent, amendment or Lease Agreement as are required thereunder in connection with the Closing, waiver or for any such Transferred Contract default or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Persontermination.

Transferred Contracts. As of the date hereof, except for Excluded Contracts, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s 's Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain prior to the Closing, all necessary consents, waivers and approvals of parties to any Transferred Contract or Lease Agreement as are required thereunder in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s 's current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other Person.

Transferred Contracts. As Notwithstanding anything to the contrary contained in this Agreement, to the extent that the sale, assignment, lease, sublease, transfer, conveyance or delivery or attempted sale, lease, sublease, assignment, transfer, conveyance or delivery to Purchaser, of the date hereofany asset that would be a Transferred Asset or any claim or right or any benefit arising thereunder or resulting therefrom is prohibited by any applicable law or would require any governmental or third party authorizations, except for Excluded Contractsapprovals, the Contracts listed on Schedule 1.1(bbbb) are all of the Contracts between Seller consents or waivers, and any third party. Except for copies of purchase orders entered into by Seller in the ordinary course of business and consistent with past practices that have such authorizations, approvals, consents or waivers shall not been provided to Buyer, true and complete copies of all Contracts listed on Schedule 1.1(bbbb) (including all amendments, schedules and exhibits thereto) have been delivered to Buyer. Each Transferred Contract or Lease Agreement is in full force and effect and Seller is not in breach thereof, nor to Seller’s Knowledge is any party obligated to Seller pursuant to any such Transferred Contract or Lease Agreement in breach thereof. Seller has neither breached, violated nor defaulted under, nor received notice that Seller has breached, violated or defaulted under, any of the terms or conditions of any Transferred Contract or Lease Agreement. Seller has obtained, or will obtain obtained prior to the Closing, all necessary consentsthe Closing shall proceed and Purchaser shall pay the full Purchase Price at Closing, waivers without the sale, assignment, lease, sublease, transfer, conveyance or delivery of such asset, and approvals this Agreement shall not constitute a sale, assignment, sublease, transfer, conveyance or delivery of such asset or an attempt thereof. In the event that the Closing proceeds without the transfer, sublease or assignment of any such asset, then following the Closing, the parties shall use reasonable efforts and cooperate with each other to obtain promptly such authorizations, approvals, consents or waivers; provided, however, that the Company shall not be required to pay any consideration or compromise any rights not otherwise required by this Agreement to be compromised for any such authorization, approval, consent or waiver, other than filing, recordation or similar fees, which shall be reimbursed by Purchaser. Pending such authorization, approval, consent or waiver, the parties shall cooperate with each other in any mutually agreeable, reasonable and lawful arrangements designed to provide to Purchaser the benefits of use of such asset and to the Company, the benefits, including any indemnities, that they would have obtained had the asset been conveyed to Purchaser at the Closing. To the extent that Purchaser is provided the benefits pursuant to this Section 2.5 of any Transferred Contract Contract, Purchaser shall perform for the benefit of the other Persons that are parties thereto the obligations of the Company, thereunder and pay, discharge and satisfy any related liabilities that, but for the lack of an authorization, approval, consent or Lease Agreement as are required thereunder waiver to assign such liabilities to Purchaser, would be Assumed Liabilities. Once authorization, approval, consent or waiver for the sale, assignment, lease, sublease, transfer, conveyance or delivery of any such asset not sold, assigned, leased, subleased, transferred, conveyed or delivered at the Closing is obtained, the Company, shall assign, lease, sublease, transfer, convey or deliver such asset to Purchaser at no additional cost to Purchaser. To the extent that any such asset cannot be transferred or the full benefits of use of any such asset cannot be provided to Purchaser following the Closing pursuant to this Section 2.5, then Purchaser and the Company shall enter into such arrangements (including leasing, subleasing, sublicensing or subcontracting) to provide to the parties the economic (taking into account Tax costs and benefits) and operational equivalent, to the extent permitted, of obtaining such authorization, approval, consent or waiver and the performance by Purchaser of the obligations thereunder. The Company shall pay to Purchaser promptly upon receipt thereof, all income, proceeds and other monies received by the Company in connection with their use of any asset (net of any Taxes and any other costs imposed upon the Company or in connection with the Closing, or for any such Transferred Contract or Lease Agreement to remain in full force and effect without limitation, modification or alteration after the Closing. Following the Closing, Buyer will be permitted to exercise all of the rights Seller had arrangements under the Transferred Contracts without the payment of any additional amounts or consideration other than ongoing fees, royalties or payments which Seller would otherwise be required to pay pursuant to the terms of such Transferred Contracts had the transactions contemplated by this Agreement and the Collateral Agreements not occurred. Seller has not received any notice regarding any actual, alleged, possible or potential violation or breach of, or default under, any Transferred Contract or Lease Agreement. Seller has not waived any right under any Transferred Contract. To the Knowledge of Seller, each Person against whom Seller has or may acquire any rights under any Transferred Contract is able to satisfy all of such Person’s current and future monetary obligations and other obligations and liabilities thereunder. No Person is renegotiating, or has the right to renegotiate, any amount paid or payable to Seller or owed by Seller under any Transferred Contract or Lease Agreement or any other term or provision of any Transferred Contract or Lease Agreement. Seller has not guaranteed or otherwise agreed to cause, insure or become liable for, nor pledged any of its assets to secure, the performance or payment of any obligation or other liability of any other PersonSection 2.5.