Efforts to Fulfill Conditions. (a) (i) Commencing on the Effective Date, and subject to the other terms and conditions of this Agreement, Seller and Buyer each shall, without limiting its other related obligations under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6), use Commercially Reasonable Efforts (A) to take, or cause to be taken, all actions, and to do (or cause to be done) all things, that are necessary, proper or advisable to cause the fulfillment of the conditions set forth in Section 2.3(a) and Sections 2.3(b)(iii)-(x) (in the case of Seller) and Sections 2.3(b)(i) and (ii) (in the case of Buyer) and (B) to assist and cooperate with the other in taking or doing the actions and things described in clause (A) above. Seller’s obligations to assist and cooperate with Buyer as provided above shall include the obligations (1) to support this Transaction, this Agreement, and the terms hereof fully (including, if requested by Xxxxx, providing testimony or other information in support thereof) at Buyer’s request in any regulatory or similar proceeding, case, action, inquiry, or investigation, whenever occurring after the Effective Date, including in any hearing, discovery or filing involving a Governmental Approval of or relating to the Transaction, this Agreement, or any of the terms hereof, and (2) not to take any action or position or make any Claim in any such proceeding, case, action, inquiry, or investigation that is inconsistent with the foregoing.
Efforts to Fulfill Conditions. (a) (i) Commencing on the Effective Date, and subject to the other terms and conditions of this Agreement, Seller and Buyer each shall, without limiting its other related obligations under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6), use Commercially Reasonable Efforts (A) to take, or cause to be taken, all actions, and to do (or cause to be done) all things, that are necessary, proper or advisable to cause the fulfillment of the conditions set forth in Section 2.3(a) and Sections 2.3(b)(iii)-(ix) (in the case of Seller) and Sections 2.3(b)(i) and
Efforts to Fulfill Conditions. PMCT and STH each shall use commercially reasonable efforts to insure that all conditions precedent to its obligations hereunder are fulfilled at or prior to the Closing.
Efforts to Fulfill Conditions. HHTI and STH each shall use commercially reasonable efforts to insure that all conditions precedent to its obligations hereunder are fulfilled at or prior to the Closing. Notwithstanding the foregoing, STH agrees that it will act diligently and take all reasonable steps necessary or appropriate to ensure that the condition set forth in subsection 9.1(g) is satisfied prior to the Closing Date, and, to the extent necessary, HHTI will reasonably cooperate with STH in that regard.
Efforts to Fulfill Conditions. (a) (i) Commencing on the Effective Date, and subject to the other terms and conditions of this Agreement, Seller and Buyer each shall, without limiting its other related obligations under this Agreement (including Seller’s obligations under Sections 7.2(a)(i),
Efforts to Fulfill Conditions. (a) (i) Commencing on the Effective Date, and subject to the other terms and conditions of this Agreement, Seller and Buyer each shall, without limiting its other related obligations under this Agreement (including Seller’s obligations under Sections 7.2(a)(i), 7.3(a)(ii), 7.3(b), 7.3(c) and 7.6), use Commercially Reasonable Efforts (A) to take, or cause to be taken, all actions, and to do (or cause to be done) all things, that are necessary, proper or advisable to cause the fulfillment of the conditions set forth in Section 2.3(a) and Sections 2.3(b)(iii)-(ix) (in the case of Seller) and Sections 2.3(b)(i) and (ii) (in the case of Buyer) and (B) to assist and cooperate with the other in taking or doing the actions and things described in clause (A) above. Seller’s obligations to assist and cooperate with Buyer as provided above shall include the obligations (1) to support this Transaction, this Agreement, and the terms hereof fully (including, if requested by Xxxxx, providing testimony or other information in support thereof) at Buyer’s request in any regulatory or similar proceeding, case, action, inquiry, or investigation, whenever occurring after the Effective Date, including in any hearing, discovery or filing involving a Governmental Approval of or relating to the Transaction, this Agreement, or any of the terms 15 NTD: If Seller has an Environmental Assessment acceptable to Buyer at the Effective Date, this condition precedent shall be changed to: “on or before [ ], Seller shall have provided to Buyer a bringdown of the Environmental Assessment from the same consultant that issued such Environmental Assessment, which (i) shows no new environmental conditions with respect to the Facility and the Facility Site beyond those identified in the original Environmental Assessment and (ii) is dated no more than one hundred eighty (180) days prior to the Delivery Term Commencement Date.” hereof, and (2) not to take any action or position or make any Claim in any such proceeding, case, action, inquiry, or investigation that is inconsistent with the foregoing.
Efforts to Fulfill Conditions. (a) (i) Commencing on the Effective Date, and subject to the other terms and conditions of this Agreement, Seller and Buyer each shall, without limiting its other related obligations under this Agreement, use Commercially Reasonable Efforts (A) to take all actions, and to do all things, that are necessary, proper or advisable to cause the fulfillment of the conditions set forth in Section 2.3(a) and Sections 2.3(b)(iii)-(ix) (in the case of Seller) and Section 2.3(b) (ii) (in the case of Buyer) and (B) to assist and cooperate with the other in taking or doing the actions and things described in clause (A) above. Seller’s obligations to assist and cooperate with Buyer as provided above shall include the obligations (1) to support this Transaction and Agreement at Buyer’s request in any regulatory or similar proceeding, case, action, inquiry, or investigation, whenever occurring after the Effective Date and (2) not to take any action or position or make any Claim in any such proceeding, case, action, inquiry, or investigation that is inconsistent with the foregoing. Each Party shall keep the other reasonably apprised of its progress with respect to satisfaction of the conditions of such Party hereunder.
Efforts to Fulfill Conditions. (a) Each of the Parties shall proceed diligently, honestly and in good faith and use all reasonable efforts to satisfy and comply with and assist in the satisfaction of and compliance with the conditions set forth in Sections 4.1 and 4.2.
Efforts to Fulfill Conditions. (a) Purchaser and Vendor shall proceed diligently, honestly and in good faith and use all reasonable efforts to satisfy and comply with and assist in the satisfaction of and compliance with the conditions set forth in sections 4.4 and 4.5;
(b) Purchaser shall promptly make all requisite applications and filings required pursuant to the Investment Canada Act in respect of the transaction contemplated by this Agreement and shall pay any applicable fee and all taxes thereon. Notwithstanding the foregoing, Vendor shall cooperate with and provide reasonable assistance to Purchaser in the preparation of any such applications and filings. Purchaser shall provide Vendor in advance, copies of all applications and filings (other than portions thereof relating to the future plans of Purchaser) for approval by Vendor, not to be unreasonably withheld;
(c) Purchaser shall provide Vendor with copies of all notifications or approvals obtained immediately upon receipt of same; and
(d) If a party for whose benefit a condition has been included in section 4.4 or 4.5 fails to notify the other party at or prior to Closing as to whether or not the condition has been satisfied or complied with, the condition shall be conclusively deemed to have been waived by such party.
Efforts to Fulfill Conditions. Each of WDOP, Walden and the Shareholxxxx xhall use their best efforts to insure that all conditions precedent to its obligations hereunder are fulfilled at or prior to the Closing.
