Common use of Certain Post Closing Matters Clause in Contracts

Certain Post Closing Matters. (a) After the Closing Date, Buyer shall not (i) amend, waive or terminate any of its rights under the ForSight Agreement without obtaining Seller’s prior written consent (which shall not be unreasonably delayed, conditioned or withheld); provided, that no such consent shall be required for an amendment, waiver or termination that will not have a material adverse impact on Seller’s rights hereunder (provided that a copy of any such amendment, waiver or termination is promptly provided to Seller); or (ii) sell, transfer, assign, license or otherwise dispose of all or substantially all of the Purchased Assets to any third party unless such third party assumes and agrees in writing to pay directly to Seller all royalty and other payment obligations owing to Seller hereunder. Notwithstanding any such sale, transfer, assignment, license or other disposition, or assignment and assumption of this Agreement in connection therewith, Buyer shall remain obligated to pay all amounts due to Seller pursuant to Section 1.5(c) in connection with any consideration received by Buyer or any Affiliate (or any of their successors or assigns). Buyer shall promptly provide the Seller a copy of any amendment, waiver, or agreement referred to in this Section 4.4(a). (b) From and after Closing, Buyer will be solely responsible, at its own expense, for prosecuting, maintaining and enforcing all rights and complying with all obligations with respect the Purchased IP, including the prosecution and maintenance of any Patents arising from the use, research, development, manufacturing or commercialization of the Products, including the Patents included within the Purchased Assets. Buyer will be solely responsible, at its own expense, for promptly preparing and recording all assignments of the Purchased IP, and any such additional instruments or documents necessary to assign, convey or transfer the Purchased IP.

Certain Post Closing Matters. (a) After the Closing Date, Buyer shall not (i) amend, waive or terminate any of its rights under the ForSight Agreement [***] without obtaining Seller’s prior written consent (which shall not be unreasonably delayed, conditioned or withheld); provided, that no such consent shall be required for an amendment, waiver or termination that will not have a material adverse impact on Seller’s rights hereunder (provided that a copy of any such amendment, waiver or termination is promptly provided to Seller); or (ii) sell, transfer, assign, license or otherwise dispose of all or substantially all of the Purchased Assets to any third party unless such third party assumes and agrees in writing to pay directly to Seller all royalty and other payment obligations owing to Seller hereunder. Notwithstanding any such sale, transfer, assignment, license or other disposition, or assignment and assumption of this Agreement in connection therewith, Buyer shall remain obligated to pay all amounts due to Seller pursuant to Section 1.5(c) in connection with any consideration received by Buyer or any Affiliate (or any of their successors or assigns). Buyer shall promptly provide the Seller a copy of any amendment, waiver, or agreement referred to in this Section 4.4(a). (b) From and after Closing, Buyer will be solely responsible, at its own expense, for prosecuting, maintaining and enforcing all rights and complying with all obligations with respect the Purchased IP, including the prosecution and maintenance of any Patents arising from the use, research, development, manufacturing or commercialization of the Products, including the Patents included within the Purchased Assets. Buyer will be solely responsible, at its own expense, for promptly preparing and recording all assignments of the Purchased IP, and any such additional instruments or documents necessary to assign, convey or transfer the Purchased IP.