Customer Notifications. Promptly after the Closing Date, Buyer shall notify all current customers of the Product (i) of the transfer of the Purchased Assets to Buyer and (ii) that all purchase orders for Product received by the Selling Parties or any of their Affiliates prior to the Agreement Date but not filled as of such date will be transferred to Buyer; provided, however, that to the extent that any purchase order cannot be so transferred, the Selling Parties and Buyer shall cooperate with each other to ensure that such purchase order is filled and that Buyer receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred; provided, however, that Buyer’s obligations to provide such notices is subject to the Selling Parties providing Buyer with a complete list of all current customers of the Product and their contact information.
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Sources: Asset Purchase Agreement (Azur Pharma Public LTD Co), Asset Purchase Agreement (Avanir Pharmaceuticals)
Customer Notifications. Promptly after the Closing Date, Buyer Seller and Purchaser shall jointly notify all current customers of the Product Businesses (i) of the transfer of the Purchased Acquired Assets to Buyer and Purchaser, (ii) that all purchase orders for Product Products received by the Selling Parties Seller or any of their its Affiliates prior to the Agreement Closing Date but not filled as of such date will be transferred to BuyerPurchaser; providedprovided that, however, that to the extent that any purchase order cannot be so transferred, the Selling Parties Seller and Buyer Purchaser shall cooperate with each other to ensure that such purchase order is filled and that Buyer Purchaser receives the same economic benefit and assumes the same liability associated with filling such purchase order as if such purchase order had been so transferred; provided, however, and (iii) that Buyer’s obligations to provide such notices is subject to the Selling Parties providing Buyer with a complete list of all current customers of the Product and their contact information.subsequent purchase orders for Products
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