Certain Actions to Close Transactions Sample Clauses

Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its reasonable best efforts to fulfill, and to cause to be satisfied, the conditions in Article 6 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing.
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Certain Actions to Close Transactions. Subject to the terms of this Agreement, each party will use its commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article VI (but with no obligation to waive any such condition) so as to consummate and effect the transactions contemplated herein, including (i) using commercially reasonable efforts to obtain all necessary actions or nonactions, waivers, consents and approvals from Government Entities required to be obtained by such party and to make all necessary registrations and filings and take all commercially reasonable steps as may be necessary to obtain any necessary approval or waiver from, or to avoid an action or proceeding by, any Government Entity, (ii) using commercially reasonable efforts to obtain all necessary consents, approvals or waivers from third parties required to be obtained by such party, and (iii) the execution and delivery of any additional instruments necessary to consummate the Merger and the other transactions contemplated by this Agreement and to otherwise fully carry out the purposes of this Agreement; provided that the parties hereto understand and agree that commercially reasonable efforts of any party hereto will not be deemed to include: (x) entering into any settlement, undertaking, consent decree, stipulation or agreement with any Government Entity in connection with the transactions contemplated hereby or defending against or initiating any lawsuit, Action or proceeding, judicial or administrative, challenging this Agreement or the transactions contemplated hereby, or (y) divesting or otherwise holding separate (including by establishing a trust or otherwise), or taking any other action (or otherwise agreeing to do any of the foregoing) with respect to any of its (or any of its Affiliates’) businesses, assets or properties. The Company and Parent each will keep the other apprised of the status of matters relating to completion of the transactions contemplated by this Agreement. **** This material has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.
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Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party (other than the Sellers’ Representative) will use its reasonable best efforts (except, where this Agreement specifically identifies a different efforts standard, such other standard shall apply) to promptly fulfill, and to cause to be promptly satisfied, the conditions in Article 7 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. In no event will “reasonable best efforts” be deemed to require the payment of any cash or other consideration or any other material concession by Buyer, Merger Sub or any Acquired Company. Without limiting the generality of the foregoing, the following will apply:
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Certain Actions to Close Transactions. 28 5.2 Pre-Closing Conduct of Business 29 5.3 Access to Information 31 5.4 Further Assurances 32 5.5 Confidentiality and Publicity 32 5.6 Employee Matters 33 5.7 Certain Tax Matters 33 5.8 No Shop 34 5.9 Sellers Agent 35 5.10 Employees 35 5.11 Indebtedness 35
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Certain Actions to Close Transactions. 30 5.2 Pre-Closing Conduct of Business 32 5.3 Access to Information 33 5.4 Further Assurances 34 5.5 Confidentiality and Publicity 34 5.6 Employee Matters 35 5.7 Certain Tax Matters 36 5.8 No Shop 37 5.9 Sellers Agent 37 5.10 Employees 38 5.11 Indebtedness 38 5.12 Certain Restrictive Covenants and Related Provisions 38 ARTICLE 6 CLOSING DELIVERIES AND TERMINATION 42 6.1 Closing Deliveries by Sellers and the Company 42 6.2 Closing Deliveries by Parent 43 6.3 Termination of Agreement 43 6.4 Effect of Termination 44 ARTICLE 7 CONDITIONS TO OBLIGATIONS TO CLOSE 44 7.1 Conditions to Obligations of Each Party to Close 44 7.2 Conditions to Obligation of Parent to Close 45 7.3 Conditions to Obligation of Sellers to Close 46 ARTICLE 8 INDEMNIFICATION AND RESOLUTION OF CERTAIN DISPUTES 46 8.1 Indemnification of Parent 46 8.2 Indemnification of Sellers 47 8.3 Matters Regarding Claims 47 8.4 Certain Survival Periods 49 8.5 Notice of Claims and Procedures 49 8.6 Exclusive Remedy 51 8.7 Indemnification Adjusts Merger Consideration for Tax Purposes 51 ARTICLE 9 CERTAIN GENERAL TERMS AND OTHER AGREEMENTS 52 9.1 Notices 52 9.2 Expenses 52 9.3 Interpretation; Construction 53 9.4 No Third-Party Beneficiaries 54 9.5 Governing Law 54 9.6 Jurisdiction, Venue and Waiver of Jury Trial 54 9.7 Entire Agreement; Amendment; Waiver 54
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Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its Commercially Reasonable Efforts to fulfill, and to cause to be satisfied, the conditions in ARTICLE 7 (but with no obligation to waive any such condition) and to consummate and effect the Transactions, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, Sellers will use Commercially Reasonable Efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Required Consent before Closing, and Buyer will cooperate with Sellers in all reasonable respects in connection therewith; provided, however, that no Party is required to make any payment to any other Person regarding any Required Consent. Buyer and Sellers agree to work together in good faith to obtain all other Consents that Buyer may reasonably believe necessary for the post-Closing operation of the Business. Each of the parties hereto acknowledges that clearance for the transactions contemplated by this Agreement has been obtained under the HSR Act.
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Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article 7 (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing. Without limiting the generality of the foregoing, Seller will use commercially reasonable efforts to give any required notices to, and make any required filings with, other Persons and to obtain each Consent before Closing, and Buyer will cooperate with Seller in all reasonable respects in connection therewith.
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Certain Actions to Close Transactions. Subject to the terms of this Agreement, each Party will use its commercially reasonable efforts to fulfill, and to cause to be satisfied, the conditions in Article VI (but with no obligation to waive any such condition) and to consummate and effect the transactions contemplated herein, including to cooperate with and assist each other in all reasonable respects in connection with the foregoing.
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Certain Actions to Close Transactions 
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Related to Certain Actions to Close Transactions

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • The Closing Transactions Subject to the terms and conditions set forth in this Agreement, the parties hereto shall consummate the following transactions on the Closing Date:

  • Conditions to Closing of the Investors Each Investor’s obligations at the Closing are subject to the fulfillment, on or prior to the Closing Date, of all of the following conditions, any of which may be waived in whole or in part by all of the Investors:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • Conditions to Closings Each Purchaser’s obligation to purchase and pay for the Notes to be sold to such Purchaser at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, prior to or at the Closing, of the following conditions:

  • Pre-Closing Transactions Prior to the purchase of the Initial Securities on the Closing Date, the Pre-Closing Transactions shall have been duly consummated at the respective times and on the terms contemplated by this Agreement, the General Disclosure Package and the Prospectus and the Representatives shall have received such evidence that the Pre-Closing Transactions have been consummated as the Representatives may reasonably request.

  • Conditions to Closing of the Company The Company’s obligation to sell the Securities at the Closing is subject to the fulfillment to its satisfaction on or prior to the Closing Date of each of the following conditions:

  • Closing Conditions to Closing The Lender will not be obligated to make the initial Loans or to obtain any Letters of Credit on the Closing Date, unless the following conditions precedent have been satisfied in a manner satisfactory to Lender:

  • Formation Transactions The Formation Transactions shall have been or shall be consummated substantially concurrently in accordance with the timing set forth in the respective Formation Transaction Documentation.

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

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