DUE DILIGENCE; COOPERATION; SATISFACTION OF CONDITIONS Sample Clauses

DUE DILIGENCE; COOPERATION; SATISFACTION OF CONDITIONS. From the date hereof through the Closing, expiration or other termination hereof, Sellers and the Company will afford the Purchaser full and free access to the Company and its management, employees, properties, contracts, books and records and all other documents and data. Such access shall include the completion of review by the Purchaser and its management, agents, lenders, investment bankers, accountants and attorneys of the financial condition, business, prospects, operations, property and plant and equipment of the Company and any of its Affiliates. Sellers shall (a) give assistance, to the extent within their control, to Purchaser in preparing any required filings and seeking any required consents or approvals in any manner reasonably requested, and (b) use their best efforts to pursue, to the extent within their control, the satisfaction of all other conditions to the consummation of the transactions contemplated herein. Upon the fulfillment of all the conditions precedent to the obligations of the Parties contained herein, Sellers will forthwith proceed to Closing.
Sample 1
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DUE DILIGENCE; COOPERATION; SATISFACTION OF CONDITIONS. From the date hereof through the Closing, expiration or earlier termination hereof, Sellers and the Company will afford the Purchaser full and free access to the Company and its management, employees, properties, contracts, books and records and all other documents and data. Such access shall include the completion of review by Purchaser and its management, agents, lenders, investment bankers, underwriters, accountants and attorneys of the financial condition, business, prospects, operations, property and plant and equipment of the Company and any of its Affiliates. Sellers shall (a) give assistance to Purchaser in preparing any required filings and seeking any required consents or approvals in any manner reasonably requested, and (b) pursue the satisfaction of all other conditions to the consummation of the transactions contemplated herein. Upon the fulfillment of all the conditions precedent to the obligations of the Parties contained herein, Sellers will forthwith proceed to Closing.
Sample 1

Related to DUE DILIGENCE; COOPERATION; SATISFACTION OF 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.

  • Satisfaction of Conditions Precedent Each party will use commercially reasonable efforts to satisfy or cause to be satisfied all the conditions precedent that are applicable to them, and to cause the transactions contemplated by this Agreement to be consummated, and, without limiting the generality of the foregoing, to obtain all material consents and authorizations of third parties and to make filings with, and give all notices to, third parties that may be necessary or reasonably required on its part in order to effect the transactions contemplated hereby.

  • Satisfaction of Conditions The conditions precedent set out in Section 6.1, Section 6.2 and Section 6.3 shall be conclusively deemed to have been satisfied, waived or released at the Effective Time.

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • Environmental Compliance and Conditions Except as set forth on Schedule 3.16:

  • Accuracy of Representations and Compliance with Conditions All ---------------------------------------------------------- representations and warranties of Buyer contained in this Agreement shall be true and accurate when made and, except (a) as a result of the taking of any action contemplated hereby or (b) insofar as any representation or warranty relates to any specified earlier date, shall be true and accurate as of the Closing Date, as though such representations and warranties were then made by Buyer; and Buyer shall have performed and complied with all of its covenants and agreements set forth in this Agreement to be performed or complied with at or before the Closing.

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Failure to Satisfy Conditions Precedent If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to the Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.

  • 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:

  • Satisfactory Completion of Due Diligence The Company and the Shareholders shall have completed their legal, accounting and business due diligence of the Parent and the results thereof shall be satisfactory to the Company and the Shareholders in their sole and absolute discretion.

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