Actions Before Closing. Sellers shall use commercially reasonable efforts to perform and satisfy all conditions to Buyer’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by Sellers under this Agreement.
Actions Before Closing. After the date hereof, Buyer shall not take any action that shall cause it to be in material breach of any of its representations, warranties, covenants, or agreements contained in this Agreement. Buyer shall use its Commercially Reasonable Efforts to perform and satisfy by the Closing Date all conditions to Closing to be performed or satisfied by it under this Agreement. Section 6.02.
Actions Before Closing. CFWH shall use commercially reasonable efforts to perform and satisfy all conditions to either Party’s obligations to consummate the transactions contemplated by this Agreement that are to be performed or satisfied by CFWH under this Agreement.
Actions Before Closing. Subject to the terms of this Agreement, Buyer shall use commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement (including (x) satisfaction, but not waiver, of the conditions set forth in Article 10 and (y) addressing any regulatory matters which may arise or obtaining any necessary approvals). Without limiting the foregoing, Xxxxx shall execute and deliver all agreements and other documents required to be delivered by or on behalf of Buyer under this Agreement.
Actions Before Closing. 4.1 ACCESS TO RECORDS: TRW hereby covenants to Purchaser that, between the date hereof and the Closing and subject to the obligation of confidentiality imposed by Section 11.2 hereof, TRW will afford duly authorized representatives of Purchaser, displaying appropriate credentials and requisite security clearances, free and full access during normal business hours to all of the assets, properties, books, and nonprivileged records of the Business and will permit such representatives to make abstracts from, or take copies of, such books, records or other documentation, or to obtain temporary possession of any thereof as may be reasonably required by Purchaser and TRW will furnish to Purchaser such information concerning the Business and its assets, liabilities, or condition as Purchaser may request.
Actions Before Closing. After the date hereof, the Buyer shall not take
Actions Before Closing. Each of Seller and the Company shall use its best efforts to perform and satisfy all conditions to Purchaser’s obligations to consummate the transactions contemplated hereunder that are to be performed or satisfied by each of Seller, the Company or their respective Affiliates at or prior to Closing.
Actions Before Closing. Each Party shall use its commercially reasonable efforts, on a cooperative basis, to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Law to consummate the transactions contemplated by this Agreement and the other Transaction Documents as soon as practicable, including but not limited to the following:
(i) Each Party shall use its respective commercially reasonable efforts to obtain and maintain all necessary actions or nonactions, filings, registrations, waivers, consents and approvals, including all Governmental Approvals as may be required for the performance of such Party’s obligations and consummation of the transactions contemplated by the Transaction Documents to which it is a party;
(ii) Each Party shall defend any lawsuits or other legal proceedings, whether judicial or administrative, challenging this Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby; and
(iii) Each Party shall execute and deliver such documents and take such further actions as may be reasonably required or desirable to carry out or to perform the provisions of this Agreement or the other Transaction Documents to which it is a party.
(b) Subject to applicable Law, each Party shall cooperate with and keep each other fully informed as to the status of the satisfaction of each condition precedent to Closing set forth in Section 3.01 and the actions or activities required pursuant to this Section 3.02.
Actions Before Closing. Each of the Guarantor and the Buyer shall not take any action that shall cause it to be in breach of any of its representations, warranties, covenants or agreements contained in this Agreement. Each of the Guarantor and the Buyer shall use commercially reasonable efforts to perform and satisfy all conditions to Closing to be performed or satisfied by it under this Agreement as soon as possible, but in no event later than the Closing Date.
Actions Before Closing. Subject to the terms of this Agreement, Seller shall use commercially reasonable efforts to consummate and make effective the transactions contemplated by this Agreement (including satisfaction, but not waiver, of the conditions set forth in Article 12). Without limiting the foregoing, Seller shall use commercially reasonable efforts to obtain all necessary material consents, waivers, authorizations and approvals of all Governments, and of all other Persons, required to be obtained by Seller in connection with the execution, delivery and performance by them of this Agreement; provided that, notwithstanding anything to the contrary herein, Seller shall not be required to make any expenditure or incur any liability or obligation in connection with the requirements of this Article 6.
