Efforts to Fulfil Conditions Precedent Sample Clauses

Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use all reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the foregoing conditions precedent.
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Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use all reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If there is a condition precedent that is to be satisfied or complied with prior to the Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party for whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been satisfied or complied with.
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Efforts to Fulfil Conditions Precedent. Each of Purchaser and Vendor shall proceed diligently and in good faith and use its reasonable efforts to satisfy and comply with the conditions precedent in Clauses 4.1(a) and 4.2(a) prior to the Closing Time and shall provide each other Party with any reasonable assistance in the satisfaction of and compliance with the conditions precedent in Clauses 4.1(a) and 4.2(a) that such other Party may reasonably request.
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Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use best efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If Purchaser or Vendor elect to rescind this Agreement pursuant to Sections 3.1 and 3.2 (respectively), such Party shall include the reason for the failure of the condition precedent along with the written notices set forth in Sections 3.1 and 3.2.
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Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use all commercially reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent set out in Clauses 3.1(a) and 3.1(b). If there is a condition precedent that is to be satisfied or complied with prior to the Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party for whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been satisfied or complied with.
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Efforts to Fulfil Conditions Precedent. (a) Ovintiv and Paramount shall each proceed diligently and in good faith and use commercially reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions precedent. If there is a condition precedent that is to be satisfied or complied with prior to the Closing Time, and if, by the time the condition precedent is to be satisfied or complied with, the Party for whose benefit the condition precedent exists fails to notify the other Party whether or not the condition precedent has been satisfied or complied with, the condition precedent shall be conclusively deemed to have been satisfied or complied with. (b) [Redacted: Provision respecting actions permitted and required to be taken by Paramount in certain circumstances to ensure the conditions in section 3.1 are satisfied]
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Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use their reasonable efforts to satisfy and comply with the conditions precedent in Subclauses 3.1(a) and 3.2(a) and shall provide the other Party with any reasonable assistance in the satisfaction of and compliance with the conditions precedent in Subclauses 3.1(a) and 3.2(a) that the other Party may reasonably request.
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Efforts to Fulfil Conditions Precedent. Purchaser and Vendor shall proceed diligently and in good faith and use all reasonable efforts to fulfil and assist in the fulfilment of the conditions precedent. If there is a condition precedent that is to be met prior to or at the Closing Date, and if, by the time the condition precedent is to be met the Party for whose benefit the condition precedent exists fails to notify the other Party if the condition precedent has not been met, the condition precedent shall be deemed conclusively to have been met.
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Efforts to Fulfil Conditions Precedent. Each of Purchaser and Vendor shall proceed diligently and in good faith and use commercially reasonable efforts to satisfy and comply with and assist in the satisfaction and compliance with the conditions set forth in Sections 4.1 and 4.2, including making all required filings, if any, preparing applications to, and conducting negotiations with, each Governmental Authority as to which those filings, applications or negotiations are necessary or appropriate in the consummation of the Transaction and providing such information as the other may reasonably request in order to make those filings, prepare such applications and conduct those negotiations. Purchaser shall bear the cost of all filing or application fees payable to any Governmental Authority with respect to the Transactions. Without limiting the generality of the preceding: (a) Vendor and Purchaser shall, and shall use all commercially reasonable efforts to cause their respective officers, employees and Representatives to: (i) within ten Business Days after the date of this Agreement, make the necessary filings by Purchaser, Vendor or any of their Affiliates which are necessary or advisable in order to obtain the Competition Act Approval, the filing fee for which filing shall be [Redaction]; (ii) comply at the earliest practicable date with any request for additional information or documentary material received by Purchaser, Vendor or any of their Affiliates from the Canadian Competition Bureau pursuant to the Competition Act or any other Governmental Authority; and (iii) consult and cooperate in connection with any investigation, review or other inquiry in each case concerning the Transaction commenced by any Governmental Authority; (b) Vendor and Purchaser shall: (i) promptly inform the other of any material, applicable, communication received by that Party from the Canadian Competition Bureau or any other Governmental Authority regarding the Transaction; (ii) not agree to participate in any substantive meeting or discussion with the Canadian Competition Bureau or any representative thereof in respect of any filings, investigation or inquiry concerning the Transaction, whether oral or in person, unless it consults with the other Party in advance and, to the extent permitted by the Canadian Competition Bureau or any representative thereof, gives the other Party the opportunity to attend and participate therein; and if that participation is either declined or not permitted, furnishes promptly therea...
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Related to Efforts to Fulfil Conditions Precedent

  • Conditions Precedent In addition to any other conditions contained herein or in the Loan Agreement, as in effect immediately prior to the date hereof, with respect to the Loans, Letter of Credit Accommodations and other financial accommodations available to Borrower (all of which conditions, except as modified or made pursuant to this Second Ratification Amendment shall remain applicable to the Loans and be applicable to Letter of Credit Accommodations and other financial accommodations available to Borrower), the following are conditions to Lender's obligation to extend further loans, advances or other financial accommodations to Borrower pursuant to the Loan Agreement: 4.1 No trustee, examiner or receiver or the like shall have been appointed or designated with respect to Borrower or any Guarantor, as debtor and debtor-in-possession, or its business, properties and assets; 4.2 Borrower and Guarantors shall execute and/or deliver to Lender this Second Ratification Amendment, and all other Financing Agreements that Lender may request to be delivered in connection herewith, in form and substance satisfactory to Lender; 4.3 Borrower and Guarantors shall execute and/or deliver to Lender all other Financing Agreements, and other agreements, documents and instruments, in form and substance satisfactory to Lender, which, in the good faith judgment of Lender are necessary or appropriate and implement the terms of this Second Ratification Amendment and the other Financing Agreements, as modified pursuant to this Second Ratification Amendment, all of which contains provisions, representations, warranties, covenants and Events of Default, as are reasonably satisfactory to Lender and its counsel; 4.4 Each of Borrower and Guarantors shall comply in full with the notice and other requirements of the Bankruptcy Code, the applicable Federal Rules of Bankruptcy Procedure, and the terms and conditions of the Final DIP Financing Order in a manner acceptable to Lender and its counsel; 4.5 No party entitled to received a copy of this Second Ratification Amendment pursuant to the terms of the Final DIP Financing Order has filed an objection or other pleading in opposition to Borrower and Guarantors entry into, compliance with, and performance in accordance with the terms and conditions of this Second Ratification Amendment. 4.6 No Event of Default shall be continuing under any of the Financing Agreements, as of the date hereof.

  • Mutual Conditions Precedent The obligations of the Parties to complete the transactions contemplated by this Agreement are subject to the fulfillment, on or before the Effective Time, of each of the following conditions precedent, each of which may only be waived with the mutual consent of the Parties: (a) the Tahoe Resolution shall have been approved and adopted by the Tahoe Shareholders at the Tahoe Meeting in accordance with the Interim Order; (b) the Pan American Resolutions shall have been approved and adopted by the Pan American Shareholders at the Pan American Meeting; (c) the Interim Order and the Final Order shall each have been obtained on terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to Tahoe and Pan American, acting reasonably, on appeal or otherwise; (d) there shall not exist any prohibition at Law, including a cease trade order, injunction or other restraining order, judgment or decree against Pan American or Tahoe which shall prevent the consummation of the Arrangement; (e) no action, suit or proceeding, shall have been taken under any applicable Law or by any Governmental Entity, and no Law, policy, decision or directive (having the force of Law) shall have been enacted, promulgated, amended or applied, in each case that (i) makes consummation of the Arrangement illegal, (ii) enjoins or prohibits the Plan of Arrangement or the transactions contemplated by this Agreement, or (iii) renders this Agreement unenforceable or frustrates the purpose and intent hereof; (f) the Pan American Shares and the CVRs to be issued to Tahoe Shareholders in exchange for their Tahoe Shares pursuant to the Plan of Arrangement shall be (i) exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption, (ii) shall be freely transferable under applicable U.S. Securities Laws (other than as applicable to “affiliates” of Pan American and former “affiliates” of Tahoe, as such term is defined in Rule 144 under the U.S. Securities Act), and (iii) shall be registered to the extent required by Section 12(g) of the U.S. Exchange Act; provided, however, that Tahoe shall not be entitled to rely on the provisions of this Section 6.1(f) in failing to complete the transactions contemplated by this Agreement in the event that Tahoe fails to advise the Court prior to the hearing in respect of the Final Order, as required by the terms of the Section 3(a)(10) Exemption, that Pan American will rely on the Section 3(a)(10) Exemption for the issuance of such securities, based on the Court’s approval of the Arrangement and comply with the requirements set forth in Section 2.3; (g) the Replacement Options to be issued to Tahoe Optionholders in exchange for their Tahoe Options pursuant to the Plan of Arrangement shall be exempt from the registration requirements of the U.S. Securities Act in reliance upon the Section 3(a)(10) Exemption; (h) the Canadian Competition Approval; (i) the Key Regulatory Approvals shall have been obtained; (j) this Agreement shall not have been terminated in accordance with its terms; and (k) the distribution of the Pan American Shares and CVRs (and the Pan American Shares issuable pursuant to the CVRs) pursuant to the Arrangement shall be exempt from the prospectus and registration requirements of applicable Canadian Securities Laws by virtue of applicable exemptions under Canadian Securities Laws and shall not be subject to resale restrictions under applicable Canadian Securities Laws (other than as applicable to control persons or pursuant to section 2.6 of National Instrument 45-102 Resale of Securities).

  • Conditions Precedent to Closing The Local Church and Annual Conference acknowledge and agree that the obligations of the parties to effectuate the Closing on or about the Disaffiliation Date are expressly contingent and conditional on the following: