Efforts to Satisfy Closing Conditions Sample Clauses

Efforts to Satisfy Closing Conditions. Buyer will use commercially reasonable efforts to cause to be satisfied, as soon as practicable and prior to the Closing Date, all of the conditions in this Agreement to the obligations of Seller and Buyer to complete the sale of the Purchased Assets pursuant to this Agreement, including without limitation assisting Seller in obtaining the consents required by Section 7.2.

Efforts to Satisfy Closing Conditions. The Company and the Bank will use all reasonable efforts to comply with, or cause to be complied with, the conditions precedent to the obligations of the Sales Agents specified in Section 6 hereof.

Efforts to Satisfy Closing Conditions. (a) HEP, Regency and Regency Sub shall use their commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or to cause to be done, all other things necessary and proper: (i) to ensure that all of the conditions to the obligations of Regency, Regency Sub and HEP contained in Sections 6.1 and 6.2, respectively, are satisfied timely, and in any event prior to the termination date set forth in Section 10.1(b); (ii) to otherwise consummate and make effective the transactions contemplated by this Agreement; (iii) to avoid, remove and eliminate each and every impediment or objection under any applicable law that may be asserted by any Governmental Authority with respect to the transactions contemplated hereby that could have the effect of materially delaying or preventing the consummation of the transactions contemplated hereby or that could make the consummation of the acquisition of the Interests in accordance with the terms of this Agreement unlawful; (iv) to defend all lawsuits and other proceedings by or before any Governmental Authority or by any private party challenging this Agreement or the consummation of the transactions contemplated by this Agreement, and to prevent the entry of any court order, and to have vacated, lifted, reversed or overturned any injunction, decree, ruling, order or other action under any Antitrust Laws that would prevent, prohibit, or delay the consummation of the transaction; and (v) to enable the Closing to occur as soon as reasonably possible (and in any event no later than the date set forth in Section 10.1(b)). (b) Such reasonable efforts of Regency specified in Section 5.5(a) shall include using commercially reasonable efforts to take any and all reasonable steps necessary to receive regulatory clearance under all applicable Antitrust Laws to consummate the transactions hereunder, unless the taking of such actions would have (or would reasonably be expected to have) a material adverse effect on the business condition (financial or otherwise) of Regency, its subsidiaries, the Xxxxxx LLCs and the Subsidiaries, taken as a whole. Notwithstanding the foregoing, Regency shall not be required to (A) consent to the divestiture, license or other disposition or holding separate (through the establishment of a trust or otherwise) of any of its or its Affiliates’ assets or any assets of the Xxxxxx LLCs or the Subsidiaries, or (B) consent to any other structural or conduct remedy or enter into any settl...

Efforts to Satisfy Closing Conditions. Each party to this Agreement will use their good-faith, reasonable best efforts to take, or cause to be taken, all actions necessary, proper or advisable to (a) satisfy all of the conditions set forth in Article IX; (b) comply promptly with all legal requirements that may be imposed on such party with respect to the transactions contemplated by this Agreement and, subject to the conditions set forth in Article IX, to consummate the transactions contemplated by this Agreement; and (c) make any required filing with or notification to, and obtain (and to cooperate with the other party to obtain) any consent, authorization, order or approval of, or any exemption by, any Governmental or Regulatory Authority and any other third party that is required to be made or obtained by it in connection with the transactions contemplated by this Agreement, including the Purchaser Required Approvals.

Efforts to Satisfy Closing Conditions. Each of Parent, Merger Sub and the Company shall use its reasonable best efforts to cause the conditions to the other party’s obligations to effect the Merger and the other Transactions to be satisfied. Each party hereto, at the reasonable request of the other, shall execute and deliver such other instruments and do and perform such other acts and things as may be reasonably necessary and consistent with this Agreement to effect the consummation of the Merger and other Transactions contemplated by this Agreement.

Efforts to Satisfy Closing Conditions. Each of Parent and the Company shall use its reasonable best efforts to cause the conditions to the other party’s obligations to effect the Merger and the other Transactions to be satisfied and, to the extent Parent so requests, the Company shall request the consent of the counterparty to any Company Contract to the consummation by the Company of the Merger; provided that obtaining any such consent shall in no event be a condition to closing under Article VI.

Efforts to Satisfy Closing Conditions. Between the date hereof and the Closing Date, the Seller and Buyer shall (i) use commercially reasonable efforts to cause the conditions in Article IX and Article X respectively to be satisfied; and (ii) not take any action or omit to take any action within their respective reasonable control to the extent such action or omission might result in a breach of any term or condition of this Agreement or in any representation or warranty contained in this Agreement being inaccurate or incorrect as of the Closing Date. Prior to the Closing Date, each party shall promptly notify the other party in writing if it becomes aware of any fact or condition that (i) causes or constitutes a breach of any representation or warranty set forth in Article IV or Article V, respectively, or (ii) would have caused or constituted a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. Should any such fact or condition require any change in the Disclosure Schedule if the Disclosure Schedule were dated the date of the occurrence or discovery of any such fact or condition (including the addition of a new Section to the Disclosure Schedule), the Seller shall promptly deliver to the Buyer a supplement to the Disclosure Schedule specifying such change, provided that no such supplement will be deemed to have cured any breach of any representation or warranty or affect any right or remedy of Buyer under this Agreement.

Efforts to Satisfy Closing Conditions. The Parties shall use their best efforts to satisfy the conditions established by this Article Three.

Efforts to Satisfy Closing Conditions. (a) Between the date hereof and the Closing Date, Seller and Shareholder shall (i) use its Commercially Reasonable Efforts to cause the conditions in Article VII to be satisfied on or before the day of Closing provided in Section 2.9; and (ii) not take any action or omit to take any action within its reasonable control to the extent such action or omission might result in a breach of any term or condition of this Agreement or in any representation or warranty contained in this Agreement being inaccurate or incorrect as of the Closing Date. (b) Subject to the proviso contained in Section 6.4(b), between the date hereof and the Closing Date, each Buyer shall (i) use its Commercially Reasonable Efforts to cause the conditions in Article VII to be satisfied on or before the later of the day of Closing provided in Section 2.9; and (ii) not take any action or omit to take any action within its reasonable control to the extent such action or omission might result in a breach of any term or condition of this Agreement or in any representation or warranty contained in this Agreement being inaccurate or incorrect as of the Closing Date.

Efforts to Satisfy Closing Conditions. (a) Each Contributor shall use its best efforts to obtain the Lender Consents applicable to the Company Interests being contributed by it and otherwise to satisfy the Closing Conditions applicable to its obligation to consummate the transaction contemplated hereunder. In furtherance of the foregoing, each Contributing Group shall deliver to the other Contributing Group any and all correspondence relating in any way to the Lender Consents simultaneously upon receipt or delivery thereof. Each Contributing Group shall provide reasonable advance notice to the other Contributing Group of, and an opportunity for such other Contributing Group to participate in, any calls and/or meetings relating to obtaining the Lender Consents. (b) Tarragon and Northland hereby acknowledge and agree that in the event that the granting of any Tarragon GE Consent and/or Tarragon Lender Consent is conditioned upon the satisfaction of certain conditions by Tarragon or the New Company, Northland shall have the right, but not the obligation, to take any action Northland deems necessary to satisfy such conditions provided that such action would be permitted to be undertaken by a Majority of the Board of Managers (as defined in the Limited Liability Company Agreement) as if the Limited Liability Company Agreement were in effect and the Company Interests and/or Properties that are the subject of the Tarragon GE Consent were owned by the New Company. Notwithstanding anything in Section 9.4 to the contrary, any costs incurred by Northland in exercising its rights under this Section 2.3(b) shall be borne by the New Company and Northland’s proportionate share thereof shall be paid or reimbursed to Northland by the New Company at the First Closing. Nothing contained in this Section 2.3(b) shall be construed to relieve Tarragon from its best efforts obligation as described in Section 2.3(a) above, including, without limitation, any action or inaction on the part of Northland or the Board of Managers of the New Company under this Section 2.3(b). (c) If requested by Tarragon in order to obtain the Tarragon GE Consent, (i) the New Company will in connection with the First Closing form a New Company wholly owned subsidiary to hold direct or indirect interests in the Tarragon Companies owning the Tarragon GE Properties and (ii) such New Company wholly owned subsidiary will grant the GE Lender cross-collateralization through guarantees and pledges on the same terms and conditions as the Tarragon Com...