Continued Efforts Sample Clauses
Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Transactions, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.
Continued Efforts. Seller and Buyer shall each use commercially reasonable efforts to: (a) cause to be fulfilled and satisfied all of the conditions to the Closing which are the responsibility of each party; (b) cause to be performed all of the matters required upon the Closing which are the responsibility of each party; and (c) take such steps and do such acts as may be necessary to make all of its warranties and representations (other than those representations and warranties which are confined to a specific date) true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.
Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Share Exchange, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.
Continued Efforts. Seller will use commercially reasonable efforts to: (i) cause to be fulfilled and satisfied all of the conditions to the Closing to be performed or satisfied by Seller; (ii) cause to be performed all of the actions required of Seller at or prior to the Closing; and (iii) take such steps and do such acts as may be necessary to make all of its warranties and representations true and correct as of the Closing Date with the same effect as if the same had been made as of the Closing Date.
Continued Efforts. Contractor shall continue performance of the portion of this Contract not terminated. Purchaser shall have no obligations to Contractor with respect to the terminated portion of this Contract except as set forth in this Article 21.
Continued Efforts. Each Party shall use commercially reasonable efforts to (a) take all action reasonably necessary to consummate the Contribution, and (b) take such steps and do such acts as may be necessary to keep all of its representations and warranties true and correct on and as of the Contribution Date, including obtaining all Material Governmental Consents.
Continued Efforts. Buyer will use commercially reasonable efforts to: (i) cause to be fulfilled and satisfied all of the conditions to the Closing to be performed or satisfied by Buyer; (ii) cause to be performed all of the actions required of Buyer at or prior to the Closing; and (iii) take such steps and do all such acts as may be necessary to make all of its warranties and representations true and correct as of the Closing Date with the same effect as if the same had been made as of the Closing Date. Without limiting the foregoing, Buyer agrees if requested by Seller to apply for or otherwise seek any required third-party consents on a joint basis.
Continued Efforts. Buyer will use its continual best efforts to (I) _________________ cause to be fulfilled and satisfied all of the conditions to the Closing to be performed or satisfied by Buyer; (ii) cause to be performed all of the matters required of Buyer at the Closing; and (iii) take such steps and do all such acts as may be necessary to make all of its warranties and representations of Buyer true and correct as of the Closing Date with the same effect as if the same had been made, and this Agreement had been dated, as of the Closing Date.
Continued Efforts. Seller will use its continual best efforts to: (i) cause to be fulfilled and satisfied all of the conditions to the Closing to be performed or satisfied by Seller; and (ii) cause to be performed all of the matters required of Seller at the Closing.
Continued Efforts. (a) Each of the parties hereto shall use reasonable business efforts (i) 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 hereby (the "Transactions"), and (ii) to refrain from taking, or cause to be refrained from taking, any action and to refrain from doing or causing to be done, anything which could impede or impair the consummation of the Transactions, including, in all cases, without limitation using its reasonable business efforts (A) to prepare and file with the applicable governmental authorities as promptly as practicable after the execution of this Agreement all requisite applications and amendments thereto, together with related information, data and exhibits, necessary to request issuance of orders approving the Transactions by all such applicable authorities, (B) to obtain all necessary or appropriate waivers, consents and approvals, (C) to effect all necessary registrations, filings and submissions (including without limitation filings within three (3) business days of the date of this Agreement under the HSR Act), (D) to lift any injunction or other legal bar to the Transactions (and, in such case, to proceed therewith as expeditiously as possible), (E) to obtain the satisfaction of the conditions specified in Articles 6 and 7, and (F) to advise the other of any disclosure schedule changes that would be required if the applicable representations and warranties set forth in Articles 3 and 4 did not refer to the date of this Agreement. Notwithstanding anything to the contrary contained in this Agreement, in connection with or as a condition to receiving the consent or approval of any governmental authority or otherwise, IMI shall not be required to divest, abandon, license or take similar action with respect to any assets (tangible or intangible) of it or any of its subsidiaries (including, without limitation, the Subject Assets after the Closing).
(b) The parties hereto shall cooperate with one another in the preparation of all tax returns, questionnaires, applications or other documents regarding any Taxes or transfer, recording, registration or other fees which become payable in connection with the Transactions and which are required to be filed on or before the Closing Date.