Common use of Efforts of Parties to Close Clause in Contracts

Efforts of Parties to Close. During the Execution Period, each Party hereto shall use its commercially 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 Execution Period, except as required by Applicable Law or with the prior written consent of Buyer, in the case of either of any Shareholder or Company, or with the prior written consent of Company, in the case of Buyer, 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 7 not being satisfied; or (c) result in any material violation of one or more provisions of this Agreement.

Efforts of Parties to Close. During Subject to the Execution Periodprovisions ---------------------------- of Section 5.11, during the period from the date of this Agreement through the Closing Date, each Party party hereto shall use its commercially 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 Execution Periodperiod from the date of this Agreement and continuing through the Closing, except as required by Applicable Law or with the prior written consent of Buyer, in the case of either any of any Shareholder or Companythe Symphony Parties, or with the prior written consent of CompanyParent and Maestro, in the case of Buyer, no Party 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 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 7 VI not being satisfied; or (c) result in any a material violation of one or more provisions any provision of this Agreement.

Efforts of Parties to Close. During Subject to the Execution Periodprovisions of Section 7.3 hereof, during the period from the date of this Agreement through the Closing Date, each Party party hereto shall use its commercially 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 Execution Periodperiod from the date of this Agreement and continuing through the Closing, except as required by Applicable Law or with the prior written consent of BuyerParent, in the case of either KMV Corporation, the Company or any of any Shareholder the Principal Members or CompanyKMV Corporation Shareholders, or with the prior written consent of Company, in the case of BuyerParent, no Party 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 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 7 8 not being satisfied; or (c) result in any material a violation of one or more provisions any provision of this AgreementAgreement or the Ancillary Agreements.

Efforts of Parties to Close. During Subject to the Execution Periodprovisions of Section 5.11, during the period from the date of this Agreement through the Closing Date, each Party party hereto shall use its commercially 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 Execution Periodperiod from the date of this Agreement and continuing through the Closing, except as required by Applicable Law or with the prior written consent of Buyer, in the case of either any of any Shareholder or Companythe Symphony Parties, or with the prior written consent of CompanyParent and Maestro, in the case of Buyer, no Party 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 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 7 VI not being satisfied; or (c) result in any a material violation of one or more provisions any provision of this Agreement.

Efforts of Parties to Close. During Subject to Section 5.11, during the Execution Periodperiod from the date of this Agreement through the Closing Date, each Party party hereto shall use its commercially 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 Execution Periodperiod from the date of this Agreement and continuing through the Closing, except as required by Applicable Law or with the prior written consent of Buyer, in the case of either any of any Shareholder or Companythe Old Mutual Parties, or with the prior written consent of CompanyHoldings, in the case of Buyer, no Party 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: (ai) result in any of the representations and warranties set forth in this Agreement on the part of the Party party taking or failing to take such action being or becoming untrue in any material respect; (bii) result in any conditions to the Closing set forth in Article 7 VI not being satisfied; or (ciii) result in any material violation of one or more provisions of this Agreement.