Consents; Satisfaction of Closing Conditions Sample Clauses

Consents; Satisfaction of Closing Conditions. The Shareholders -------------------------------------------- and the Company will use their best efforts to obtain, at the Shareholders' and Company's sole cost and expense, all consents (including, without limitation, Landlord Consents (as defined in Section 5.2(d) below)) from third parties necessary or advisable in order to permit the consummation of the transactions contemplated in this Agreement without impairing the validity or effectiveness of any lease or other contract to which the Company is a party, and to obtain the satisfaction on or before the Closing Date of the conditions specified in Section 5.2.
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Consents; Satisfaction of Closing Conditions. The Seller will use its best efforts to obtain, at the Seller's sole cost and expense, all consents (including, without limitation, Landlord Consents (as defined in Section 5.2(e) below)) from third parties necessary or advisable to be obtained by it in order to permit the consummation of the transactions contemplated in this Agreement without impairing the validity or effectiveness of any Lease or other contract to which the Company is a party, and to obtain the satisfaction on or before the Closing Date of the conditions specified in Section 5.2. The Purchaser will use its best efforts to obtain, at the Purchaser's sole cost and expense, the satisfaction on or before the Closing Date of the conditions specified in Section 5.1 (other than 5.1(d) and 5.1(e)). With respect to any actions, suits or proceedings (whether brought derivatively or on behalf of third parties challenging the transactions contemplated hereby) that threaten to, or in which an injunction, order, decree or ruling has been issued that would, adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, such party hereto that is named as a defendant therein shall use all commercially reasonable efforts to prevent or vacate the entry or promulgation of any such injunction, order, decree or ruling.
Consents; Satisfaction of Closing Conditions. Seller shall use all commercially reasonable efforts to obtain, to the extent required notwithstanding the Sale Approval Order and at Seller’s expense, with the cooperation of Buyer, prior to Closing, all consents, waivers and other approvals which shall be required in order to effectuate the transactions contemplated hereby. Seller and Buyer shall use all reasonable efforts to satisfy promptly the conditions to the Closing specified in this Agreement. Seller and Buyer shall furnish to each other and to each other’s counsel all such information as may be reasonably required in order to effectuate the foregoing actions.
Consents; Satisfaction of Closing Conditions. Each party hereto will obtain, at its sole cost and expense, all consents from third parties necessary or advisable in order to permit the consummation of the Contemplated Transactions without impairing the validity or effectiveness of any lease or other contract, related to the SoftDent Business or the PracticeWorks Business, as the case may be, to which a party hereto is a party, and to obtain the satisfaction on or before the Closing Date of the conditions specified in Section 6.3 or Section 7.3, as the case may be.
Consents; Satisfaction of Closing Conditions. The Seller will use commercially reasonable efforts to obtain all Required Consents. Purchasers shall provide reasonable cooperation in obtaining the Required Consents. For avoidance of doubt, except for statutory or administrative fees mandated by law or regulation, no party’s obligations under this Section 5.3 shall include an obligation to pay any amounts to any vendor or other third party, other than Seller’s and the applicable Company’s obligations to pay such amounts as are currently being paid to such vendor or third party in the ordinary course of business consistent with past practice pursuant to the applicable contract or agreement between the applicable Company and such vendor or third party.
Consents; Satisfaction of Closing Conditions 

Related to Consents; Satisfaction of Closing Conditions

  • Satisfaction of Closing Conditions The Vendors agree to use their best efforts to ensure that the conditions set forth in Section 5.1, and the Purchaser agrees to use its best efforts to ensure that the conditions set forth in Section 5.3, are fulfilled at or prior to the Closing Time.

  • FPS Closing Conditions (a) The obligation of the Purchaser to purchase the Forward Purchase Securities at the FPS Closing under this Agreement shall be subject to the fulfillment, at or prior to the FPS Closing of each of the following conditions, any of which, to the extent permitted by applicable laws, may be waived by the Purchaser:

  • Closing Conditions (a) The obligations of the Company hereunder in connection with the Closing are subject to the following conditions being met:

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Buyer’s Closing Conditions The obligations of Buyer under this Agreement are subject, at the option of Buyer, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Seller’s Closing Conditions The obligations of Seller under this Agreement are subject, at the option of Seller, to the satisfaction, at or prior to the Closing, of the following conditions:

  • Actions to Satisfy Closing Conditions Each Party shall take all actions as are within its power and otherwise use its commercially reasonable efforts so as to ensure compliance with the conditions set forth in this Section 6.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Company Closing Conditions The Company’s obligation to consummate the transaction hereunder at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Company:

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