Conditions Precedent Termination. Anti-trust and Foreign Investment 3.1 Completion is conditional upon the Competition Conditions and the Foreign Investment Conditions. 3.2 The Purchaser shall use all reasonable efforts to procure satisfaction of the Competition Conditions and Foreign Investment Conditions promptly after Effective Date and in any event on or before the Long Stop Date. Such reasonable efforts shall include the Purchaser taking, as promptly as practicable, all steps necessary, proper or advisable to obtain the consents, approvals or actions required in order to satisfy the Competition Conditions and Foreign Investment Conditions including (to the extent such filings have not been made prior to the Effective Date) using all reasonable efforts to make any appropriate filing or filings (with the co-operation of the Seller) in all jurisdictions which are the subject of a Competition Condition or Foreign Investment Condition as soon as reasonably practicable after the Effective Date. In addition, the Purchaser shall: A. notify the Seller (or advisers nominated by the Seller), and provide copies to the Seller (or to advisers nominated by the Seller), of any material communications (whether written or oral) from any Governmental Authority in relation to obtaining any such consent, approval or action; B. provide the Seller (or advisers nominated by the Seller) with draft copies of all submissions and material communications intended to be sent to Governmental Authorities at such time as will allow the Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, take into account any reasonable comments received from the Seller, and provide the Seller (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent, provided that submissions and material communications provided to the Seller may exclude Confidential Information which is confidential to the Purchaser’s Group (in the event that the Purchaser excludes such Confidential Information from a submission or material communication pursuant to this Clause 3.2(B) it shall at the same time provide to advisers nominated by the Seller a version of the submission or material communication which includes the Confidential Information on the basis that the advisers shall not transmit the Confidential Information to the Seller or any member of the Aspen Group); C. give the Seller (or advisers nominated by the Seller) reasonable notice of, and the opportunity to participate in, all meetings and telephone calls with any such Governmental Authority; and D. notify the Seller (or advisers nominated by the Seller) promptly on becoming aware that any of the consents or approvals specified in the Competition Conditions or Foreign Investment Conditions have been obtained. 3.3 The Purchaser shall be responsible for all filing fees to be paid to any Governmental Authority in relation to obtaining any consents or approvals required to satisfy each of the Competition Conditions. 3.4 The Seller, using its reasonable endeavours, as required under Applicable Law, shall (and shall procure that each member of the Aspen Group shall) (i) co-operate with and provide all reasonable, proper or advisable assistance to the Purchaser to enable it to obtain any consents, approvals or actions required to satisfy the Competition Conditions and Foreign Investment Conditions, including making any filing required to be made by the Seller to an Foreign Investment Authority, provided that where reasonably possible and/or as may be required under Applicable Law, any such filing, submission and material communication from the Seller to any Foreign Investment Authority is approved by the Purchaser prior to submission, and (ii) in accordance with Applicable Law, promptly provide the Purchaser with any document or information in its control or possession that is reasonably required to obtain any clearances that are needed to satisfy the Competition Conditions and Foreign Investment Conditions, provided that documents and information provided to the Purchaser must exclude information which is confidential to the Aspen Group (in the event that the Seller excludes such Confidential Information from a submission or material communication pursuant to this Clause 3.4 it shall at the same time provide to advisers nominated by the Purchaser a version of the submission or material communication which includes the Confidential Information on the basis that the advisers shall not transmit the Confidential Information to the Purchaser). 3.5 Neither Party shall be obligated to enter into or effect any undertakings, commitments, divestments, conditions, obligations, measures, undertakings and/or modifications, consents decrees, settlements or analogous procedures to enable approval of the Proposed Transaction by any Competition Authority or Foreign Investment Authority.
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Conditions Precedent Termination. Anti-trust 8.1 The PARTIES shall not be obliged to proceed with the transfer of the Ongoing Business unless all the following conditions precedent have occurred, or have been waived in writing by BUYER, on or prior to the Closing Date:
(a) SELLER has delivered to BUYER the List of Clients indicating the single turnover for the year 2001 and Foreign Investment
3.1 Completion is conditional upon for the Competition Conditions and year 2002 up to March 30 for all Clients with respect to the Foreign Investment ConditionsProducts.
3.2 The Purchaser (b) SELLER has terminated all Deposit Agreements enlisted in Exhibit 7 and has provided BUYER with written evidence of such termination. For the avoidance of doubts, the PARTIES agree that the above termination condition shall use all reasonable efforts to procure satisfaction of the Competition Conditions and Foreign Investment Conditions promptly after Effective Date and in any event on or before the Long Stop Date. Such reasonable efforts shall include the Purchaser taking, as promptly as practicable, all steps necessary, proper or advisable to obtain the consents, approvals or actions required in order to satisfy the Competition Conditions and Foreign Investment Conditions including (be deemed satisfied by SELLER to the extent the latter has sent a notice letter to the third contracting parties prior to Closing Date providing for the termination of the relevant Deposit Agreement with respect to the Products not later than December 31, 2002.
(c) SELLER has provided BUYER with an official certificate from the Fiscal Authorities concerning the correct and timely payment of all Taxes by SELLER. Such certificate is attached to the present document under Exhibit 14.
(d) SELLER has provided BUYER with an official certificate from the Social Security Institution (INPS) concerning the correct and timely payment of all social contributions for its employees. Such certificate is attached to the present document under Exhibit 15.
(e) SELLER has provided BUYER with an official certificate from the National Labour Insurance Authority (INAIL) concerning the correct and timely payment of all applicable and due contributions for its employees. Such certificate is attached to the present document under Exhibit 16.
(f) the Umbrella Agreement has been validly executed by the parties thereto.
8.2 If any of the conditions precedent set out in Section 8.1 above is not satisfied, waived to or otherwise disposed of, by BUYER within thirty (30) business days of the execution of this Sale and Purchase Agreement, the latter will be automatically terminated and each PARTY will lose any rights hereunder and shall have no obligations vis a vis the other hereunder, save for the compensation of damages in the case when such filings condition precedent has not occurred as a result of the willful misconduct or gross negligence of the other.
8.3 Notwithstanding the provision set forth under Section 4.7, BUYER, at its own discretion, shall have not been made the right to terminate the present Sale and Purchase Agreement in case the Product "Prociclide" is suspended prior to the Effective Date) using all reasonable efforts to make any appropriate filing or filings (with the co-operation Effectiveness Date as a result of the Seller) in all jurisdictions administrative revision, which are the subject of a Competition Condition or Foreign Investment Condition as soon as reasonably practicable after the Effective is pending at Closing Date. In additionThe contract shall be automatically terminated upon relevant written notice by BUYER and each Party will lose any rights hereunder and shall have no obligations vis a vis the other hereunder, save for the Purchaser shall:compensation of damages in the case the suspension has been ordered in consequence of negligent or willful misconduct by SELLER.
A. notify 8.4 The PARTIES further expressly agree that BUYER shall have the Seller (or advisers nominated same right to terminate the present Sale and Purchase Agreement as provided in Section 8.3 above, in case the License Agreement relating to the Product "Valpinax" is not transferred to BUYER for refusal by the Seller), and provide copies to the Seller (relevant contractual party or to advisers nominated by the Seller), of for any material communications (whether written or oral) from any Governmental Authority in relation to obtaining any such consent, approval or action;
B. provide the Seller (or advisers nominated by the Seller) with draft copies of all submissions and material communications intended to be sent to Governmental Authorities at such time as will allow the Seller a reasonable opportunity to provide comments on such submissions and communications before they are submitted or sent, take into account any reasonable comments received from the Seller, and provide the Seller (or such nominated advisers) with copies of all such submissions and communications in the form submitted or sent, provided that submissions and material communications provided to the Seller may exclude Confidential Information which is confidential to the Purchaser’s Group (in the event that the Purchaser excludes such Confidential Information from a submission or material communication pursuant to this Clause 3.2(B) it shall at the same time provide to advisers nominated by the Seller a version of the submission or material communication which includes the Confidential Information on the basis that the advisers shall not transmit the Confidential Information to the Seller or any member of the Aspen Group);
C. give the Seller (or advisers nominated by the Seller) reasonable notice of, and the opportunity to participate in, all meetings and telephone calls with any such Governmental Authority; and
D. notify the Seller (or advisers nominated by the Seller) promptly on becoming aware that any of the consents or approvals specified in the Competition Conditions or Foreign Investment Conditions have been obtained.
3.3 The Purchaser shall be responsible for all filing fees to be paid to any Governmental Authority in relation to obtaining any consents or approvals required to satisfy each of the Competition Conditions.
3.4 The Seller, using its reasonable endeavours, as required under Applicable Law, shall (and shall procure that each member of the Aspen Group shall) (i) co-operate with and provide all reasonable, proper or advisable assistance to the Purchaser to enable it to obtain any consents, approvals or actions required to satisfy the Competition Conditions and Foreign Investment Conditions, including making any filing required to be made by the Seller to an Foreign Investment Authority, provided that where reasonably possible and/or as may be required under Applicable Law, any such filing, submission and material communication from the Seller to any Foreign Investment Authority is approved by the Purchaser other reason prior to submission, and (ii) in accordance with Applicable Law, promptly provide the Purchaser with any document or information in its control or possession that is reasonably required to obtain any clearances that are needed to satisfy the Competition Conditions and Foreign Investment Conditions, provided that documents and information provided to the Purchaser must exclude information which is confidential to the Aspen Group (in the event that the Seller excludes such Confidential Information from a submission or material communication pursuant to this Clause 3.4 it shall at the same time provide to advisers nominated by the Purchaser a version of the submission or material communication which includes the Confidential Information on the basis that the advisers shall not transmit the Confidential Information to the Purchaser)Effectiveness Date.
3.5 Neither Party shall be obligated to enter into or effect any undertakings, commitments, divestments, conditions, obligations, measures, undertakings and/or modifications, consents decrees, settlements or analogous procedures to enable approval of the Proposed Transaction by any Competition Authority or Foreign Investment Authority.
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Sources: Umbrella Agreement (Gentium S.p.A.)