Best Efforts to Obtain Financing Sample Clauses

Best Efforts to Obtain Financing. Prior to the Closing, Buyer shall -------------------------------- use its best efforts to obtain the financing required to pay the Purchase Price at Closing.
Sample 1
AutoNDA by SimpleDocs
Best Efforts to Obtain Financing. From the date hereof until the Closing or the termination of this Agreement, Parent and Acquiring Corp. shall work diligently towards and use their best efforts to close on the financing required under Section 14.2(c) of this Agreement.
Sample 1
Best Efforts to Obtain Financing. The Company shall use its best -------------------------------- commercially reasonable efforts to obtain at least $8 million of senior bank or debt financing on terms satisfactory to the Investors as soon as practicable after the Closing; provided, however, that the Investors acknowledge that this covenant shall not obligate the Company to have such financing available by any specific date.
Sample 1
Best Efforts to Obtain Financing. ALTI has and will continue to use its best efforts to locate at least $5,000,000 of additional financing, secured primarily by a first priority lien on the Marks in favor of ALTI's Lender to enable it to perform its obligations under this agreement on terms customarily available for borrowers of similar credit worthiness. In the event that ALTI has not obtained such financing on or before the Closing Date, ALTI shall continue to use its best efforts after the Closing Date to obtain replacement financing to pay to Telex the unpaid balance of the Prior Note.
Sample 1
Best Efforts to Obtain Financing. Buyer and Copy Centers shall use their best efforts to complete the Financing and satisfy its obligations under the Commitment Letter in accordance with and by the date specified in the terms and conditions of the Commitment Letter. Buyer and Copy Centers shall keep Sellers informed of all material developments, positive and negative, concerning the status of the Financing described in the Commitment Letter. Without limiting the foregoing, Buyer and Copy Centers agree to notify Sellers promptly, and in any event within two (2) calendar days, if at any time prior to the Closing (i) the Commitment Letter shall have expired or be terminated for any reason, (ii) any financing source that is a party to the Commitment Letter notifies Buyer or Copy Centers that such source no longer intends to provide financing to Buyer or Copy Centers on the terms set forth therein, or (iii) Buyer and Copy Centers no longer believes in good faith, subject to receipt of the Financing, that it will be able to obtain the Required Cash Amount. Neither Buyer nor Copy Centers shall amend or alter, or agree to amend or alter, any Commitment Letter in any manner that could be expected to impair, delay or prevent the transactions contemplated by this Agreement, without the prior written consent of Sellers. If the Commitment Letter shall be terminated or modified in a manner materially adverse to Buyer’s or Copy Centers’ ability to consummate the transactions contemplated by this Agreement for any reason, Buyer and Copy Centers shall use their best efforts to obtain alternative financing as promptly as practical in any amount that, together with existing cash resources, will equal the Required Cash Amount. If obtained, Buyer and Copy Centers will provide Sellers with a copy of the new financing commitment letter.
Sample 1
Best Efforts to Obtain Financing. ERD shall use its best efforts to obtain financing on terms reasonably satisfactory to ERD's board of directors to enable ERD to pay the Common Stock Conversion Amount and the Preferred Stock Conversion Amount.
Sample 1
Best Efforts to Obtain Financing. The Buyer shall use its best efforts to negotiate and execute a definitive loan agreement with BNP Paribas providing for financing for the Buyer in amounts and under terms and conditions substantially the same as those contained in the Commitment Letter or, in the event such financing is not available, to obtain alternative financing from other lenders under terms and conditions reasonably satisfactory to the Buyer and the Parent.
Sample 1
AutoNDA by SimpleDocs

Related to Best Efforts to Obtain Financing

  • Reasonable Best Efforts to Complete (a) Upon the terms and subject to the conditions set forth in this Agreement and subject to Section 6.2, each of Parent, Acquisition Sub and the Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other party or parties hereto in doing, all things reasonably necessary, proper or advisable under applicable Law or otherwise to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement, including using reasonable best efforts to (i) cause the conditions to the Offer set forth in Section 2.1(a) and Annex A to be satisfied and cause the conditions to the Merger set forth in Article VIII to be satisfied; (ii) obtain all necessary actions or non-actions, waivers, consents, approvals, orders and authorizations from Governmental Authorities and make all necessary registrations, declarations and filings with Governmental Authorities, that are necessary to consummate the Offer and the Merger; and (iii) obtain all necessary or appropriate consents, waivers and approvals under any Material Contracts to which the Company or any of its Subsidiaries is a party in connection with this Agreement and the consummation of the transactions contemplated hereby. In addition to the foregoing, neither Parent or Acquisition Sub, on the one hand, nor the Company, on the other hand, shall take any action, or fail to take any action, that is intended to, or has (or would reasonably be expected to have) the effect of, preventing, impairing, delaying or otherwise adversely affecting the consummation of the Offer or the Merger or the ability of such party to fully perform its obligations under the Agreement. Notwithstanding anything to the contrary herein, the Company shall not be required prior to the Effective Time to pay any consent or other similar fee, “profit-sharing” or other similar payment or other consideration (including increased rent or other similar payments or any amendments, supplements or other modifications to (or waivers of) the existing terms of any Contract), or the provision of additional security (including a guaranty) or otherwise assume or agree to assume any Liability that is not conditioned upon the consummation of the Merger, to obtain any consent, waiver or approval of any Person (including any Governmental Authority) under any Contract.

  • Reasonable Efforts/Cooperation Each of the Parties hereto will use its commercially reasonable efforts to promptly take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable Laws and regulations to consummate the transactions contemplated by this Agreement, including adopting plans or plan amendments. Each of the Parties hereto shall cooperate fully on any issue relating to the transactions contemplated by this Agreement for which the other Party seeks a determination letter or private letter ruling from the IRS, an advisory opinion from the DOL or any other filing, consent or approval with respect to or by a Governmental Authority.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

  • Additional Agreements; Reasonable Efforts Subject to the terms and conditions herein provided, each of the parties hereto agrees to use all reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things reasonably necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement, including, without limitation, (i) cooperating in the preparation and filing of the 8-K, any filings that may be required under the HSR Act, and any amendments to any thereof; (ii) obtaining consents of all third parties and Governmental Entities necessary, proper or advisable for the consummation of the transactions contemplated by this Agreement; (iii) contesting any legal proceeding relating to the Acquisition and (iv) the execution of any additional instruments necessary to consummate the transactions contemplated hereby. Subject to the terms and conditions of this Agreement, Voiceassist and Xxxx agree to use all reasonable efforts to cause the Closing to occur as soon as practicable after the completion of the audits for Voiceassist. In case at any time after the Closing any further action is necessary to carry out the purposes of this Agreement, the proper officers and directors of each party hereto shall take all such necessary action.

  • Reasonable Efforts Each of the Company and Parent shall, and shall cause their respective controlled affiliates to, cooperate in good faith with all Governmental Entities and use their reasonable efforts to (A) cause the expiration of the notice periods under the HSR Act and any other Laws with respect to the Merger and the transactions contemplated hereby as promptly as is reasonably practicable after the execution of this Agreement, (B) resolve such objections, if any, as may be asserted by any Governmental Entity with respect to the Merger and the transactions contemplated hereby and (C) undertake any reasonable actions required to lawfully complete the Merger and the transactions contemplated hereby. Except where prohibited by applicable Legal Requirements, Parent shall be entitled to lead any proceedings or negotiations with any Governmental Entity related to the foregoing, provided that it shall afford the Company the opportunity to participate therein. Notwithstanding the foregoing, neither the Company nor Parent shall be required to take (and, for the avoidance of doubt, the Company shall not take without Parent’s consent) any action which (x) is reasonably likely to have a material adverse effect on the condition (financial or otherwise), business, assets, liabilities or results of operations of either Parent (or any of its subsidiaries), the Company (or any of its subsidiaries) or the Surviving Corporation, taken individually or in the aggregate, (any such action, a “Burdensome Condition”) or (y) is not conditioned on the consummation of the Merger. Notwithstanding anything in this Agreement to the Contrary, neither the Company nor Parent shall be required to contest through litigation any objection, action or proceeding by any Governmental Entity.

  • Reasonable Efforts; Further Assurances; Cooperation Subject to the other provisions of this Agreement, the parties hereto shall use all reasonable efforts to perform their obligations herein and to take, or cause to be taken, or do, or cause to be done, all things reasonably necessary, proper or advisable under applicable law to obtain all regulatory approvals and satisfy all conditions to the obligations of the parties under this Agreement and to cause the Exchange and the other transactions contemplated herein to be carried out promptly in accordance with the terms hereof and shall cooperate fully with each other and their respective officers, directors, employees, agents, counsel, accountants and other designees in connection with any steps required to be taken as a part of their respective obligations under this Agreement, including without limitation:

  • Best Efforts; Cooperation Subject to the terms and conditions herein provided, each of the Parties hereto agrees to use its best efforts promptly 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 laws and regulations, or otherwise, including attempting to obtain all necessary Consents, to consummate and make effective, as soon as practicable, the transactions contemplated by this Agreement.

  • Reasonable Efforts; Further Assurances (a) Parent and the Company shall use their reasonable best efforts to satisfy or cause to be satisfied all of the conditions precedent that are set forth in Article VI, as applicable to each of them. Each Party, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be necessary or desirable for effecting completely the consummation of the Merger and other transactions contemplated by this Agreement.

  • Best Efforts The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

Time is Money Join Law Insider Premium to draft better contracts faster.