Efforts to Obtain Third Party Consents Sample Clauses

Efforts to Obtain Third Party Consents. In addition to Antitrust Regulatory Approvals, each of the Seller and the Purchaser shall (and shall each cause their respective Affiliates and representatives to) use its commercially reasonable efforts to obtain the third-party consents, authorizations, approvals, and waivers with respect to the transactions contemplated by this Agreement that may be required (i) from Governmental or Regulatory Authorities with respect to the Assigned Permits or otherwise, (ii) from lessors to any leased property that is a Purchased Asset, and (iii) from parties to the Assigned Contracts and the Easements (the “Third Party Consents”); provided, however, the Parties acknowledge and agree that only the Closing Consents are conditions to the Closing. Notwithstanding the foregoing in this Section 4.5, the Seller and its Affiliates shall not be required to guarantee or provide any credit support for the Purchaser’s or the Business’ obligations after Closing.

Efforts to Obtain Third Party Consents. In relation to any Transferring Business Contract that is not transferable without a Third Party Consent, Sandoz and Novartis shall, and shall procure that the respective members of their Groups shall, unless otherwise agreed in writing between Sandoz and Novartis, use Commercially Reasonable Efforts to obtain such Third Party Consent and cooperate with each other to determine how to address any such outstanding Third Party Consents, subject to paragraph 1.3 (Fees, Costs and Expenses Relating to Third Party Consents) and paragraph 1.4 (Effect of Third Party Consents).

Efforts to Obtain Third Party Consents. In addition to Antitrust Regulatory Approvals, each of the Seller and the Purchaser shall (and shall each cause their respective Affiliates and representatives to) use its commercially reasonable efforts to obtain the third-party consents, authorizations, approvals, and waivers with respect to the transactions contemplated by this Agreement that may be required (i) from Governmental or Regulatory Authorities with respect to the Assigned Licenses or otherwise and (ii) with respect to the Assigned Contracts, Real Property Leases, Seller Leases and the Scheduled Easements (the “Third Party Consents”); provided, however, the Parties acknowledge and agree that only the Closing Consents are conditions to the Closing. Notwithstanding the foregoing in this Section 4.5, (i) neither the Seller and its Affiliates nor the Purchaser and its Affiliates shall be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable Third Party Consent, and (ii) neither the Seller and its Affiliates nor the Purchaser and its Affiliates (but subject to Section 4.14) shall be required to guarantee or provide any credit support for the Purchaser’s or Business’ obligations after Closing.

Efforts to Obtain Third Party Consents. In addition to HSR Approval, each of the Seller and the Purchaser shall (and shall each cause their respective Affiliates and representatives to) use its commercially reasonable best efforts to obtain the third-party consents, authorizations, approvals, and waivers with respect to the transactions contemplated by this Agreement that may be required (i) from Governmental and Regulatory Authorities with respect to the Assigned Licenses or otherwise and (ii) from parties to the Assigned Contracts, Real Property Leases, and the Assigned Easements (the “Third Party Consents”); provided, however, the Parties acknowledge and agree that only the Closing Consents are conditions to the Closing. Notwithstanding the foregoing in this Section 4.6, (i) the Seller and its Affiliates shall not be obligated to make any payments or otherwise pay any consideration to any third party to obtain any applicable Third Party Consent and (ii) the Seller and its Affiliates shall not be required to guarantee or provide any credit support for the Purchaser’s or Business’ obligations after Closing. The Purchaser shall (and shall each cause its respective Affiliates and representatives to) use its commercially reasonable best efforts to assist the Seller in obtaining any Third Party Consents and to be released from all Liabilities under the Assigned Contracts, Assigned Licenses, Real Property Leases and Assigned Easements, including (i) providing to such third parties such financial information with respect to the Purchaser and its Affiliates as such third parties may reasonably request, (ii) providing any guarantees, credit support, security deposits or insurance requested by a third party in connection with obtaining a Third Party Consent and (iii) executing any documents, and agreeing to any obligations required by Law or reasonably requested by the third parties to any Assigned Contracts, Real Property Leases, Assigned Easements and Assigned Licenses with respect to the assignment and assumption of such Assigned Contracts, Real Property Leases, Assigned Easements and Assigned Licenses to and by the Purchaser, including but not limited to any documents expressly required by the terms of the Assigned Contracts, Real Property Leases, Assigned Easements and Assigned Licenses or by Law; provided, however, that if the Seller and its Affiliates are not released from all Liabilities under any Assigned Contract, Assigned License, Real Property Lease or Assigned Easement, the Seller shall sti...