Common use of Efforts of Parties to Close Clause in Contracts

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII not being satisfied; or (c) adversely affect or materially delay the receipt of any of the requisite regulatory approvals or the consummation of the Stock Purchase, the Merger and the other transactions contemplated hereby.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its commercially reasonable best efforts to fulfill or obtain the fulfillment of proceed diligently and in good faith to satisfy the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any reasonable action the failure of which to be taken, would, or could would reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII IV not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals consents or the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyapprovals.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its all reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII VIII not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals approvals. The efforts required by this Section 7.7 shall not be deemed to include any obligation for any party hereto to make cash payment or other compensation to a third party to obtain consent to the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyby this Agreement.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any reasonable action the failure of which to be taken, would, or could would reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement Agreement, taken as a whole, on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII V not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals or the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyapprovals.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any reasonable action the failure of which to be taken, would, or could would reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII V not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals or the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyapprovals.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall knowingly take any action which, or knowingly fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII VI not being satisfied; (b) result in a material violation of any provision of this Agreement; or (c) adversely affect or materially delay the receipt of any of the requisite regulatory approvals or necessary to consummate the consummation of the Stock Purchase, the Merger and the other transactions contemplated hereby.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals or the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyapprovals.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement July 22, 1997 through the Closing Date, each party hereto shall use its all reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement July 22, 1997 and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on 57 the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII VIII not being satisfied; (c) result in a material violation of any provision of this Agreement; or (cd) adversely affect or materially delay the receipt of any of the requisite regulatory approvals approvals. The efforts required by this Section 7.7 shall not be deemed to include any obligation for any party hereto to make cash payment or other compensation to a third party to obtain consent to the consummation of the Stock Purchase, the Merger and the other transactions contemplated herebyby this Agreement.

Efforts of Parties to Close. During the period from the --------------------------- date of this Agreement through the Closing Date, each party hereto shall use its reasonable best efforts to fulfill or obtain the fulfillment of the conditions precedent to the consummation of the transactions contemplated hereby, including the execution and delivery of any documents, certificates, instruments or other papers that are reasonably required for the consummation of the transactions contemplated hereby. During the period from the date of this Agreement and continuing until through the Closing, except as required by Applicable Law or with the prior written consent of the other parties to this Agreement, no party to this Agreement shall take any action which, or fail to take any action the failure of which to be taken, would, or could reasonably be expected to, (a) result in any of the representations and warranties set forth in this Agreement on the part of the party taking or failing to take such action being or becoming untrue in any material respect; (b) result in any conditions to the Closing set forth in Article VII not being satisfied; or (c) adversely affect or materially delay the receipt of any of any requisite Governmental Approvals or other Consents. Notwithstanding the requisite regulatory approvals foregoing or any other provision hereof, the consummation failure of the Stock PurchasePrivate Placement to close on or before September 30, 1997, or at all, for any reason (including a decision by Buyer not to consummate the Merger and the Private Placement) shall not be deemed a violation of this Section 6.6 or a breach of any other transactions contemplated herebyobligation under this Agreement.