Facilitating the Closing. (a) Each of the Warrantors shall use its best efforts to cause the satisfaction of all the conditions precedent set forth in Section 6 hereof, and (b) YY shall use its best efforts to cause the satisfaction of the conditions precedent set forth in (i) Section 6.1(ix) and (ii) Section 6.1(x) hereof.
Facilitating the Closing. Each Party shall use its commercially best efforts to cause the satisfaction of all the conditions precedent applicable to it as set forth in Section 7 and Section 8.
Facilitating the Closing. Each Warrantor shall use its best efforts to cause the satisfaction of all the conditions precedent set forth in Sections 2 (exclusive of Section 2.6) hereof.
Facilitating the Closing. Each Warrantor shall satisfy and cause the satisfaction of all the conditions precedent set forth in Section 5.
Facilitating the Closing. The Seller shall use commercially reasonable efforts to cause the conditions set forth in Section 7 to be satisfied on a timely basis, and the Purchaser shall use commercially reasonable efforts to cause the conditions set forth in Section 8 to be satisfied on a timely basis.
Facilitating the Closing. Obtaining Financing If buyer needs debt or equity financing to close, buyer will not want associated covenants to include a higher standard than best or reasonable efforts (i.e., no absolute obligation). On the other hand, buyer will want an absolute obligation in seller's covenant to cooperate with buyer's financing efforts, including providing any necessary information, executing any required loan documentation, and providing audit comfort letters and/or legal opinions. If buyer is dependent on financing to close, seller will want an absolute or high efforts standard for associated covenants, and may go a step further by requiring that buyer (1) not change any of the terms of the financing (as agreed to by seller at the time of signing), (2) agree to any modifications required by lender or (3) will seek substitute financing if the original financing arrangement falls through. Seller will want to qualify any obligation to cooperate with buyer's financing efforts with a reasonable best efforts or similar standard. Click here to see the efforts standards of financing covenants in recent APAs. Click here to see the efforts standards of financing covenants in recent SPAs. Click here to see the efforts standards of financing covenants in recent MAs. Facilitating the Closing - Disclosing Changes to R&Ws and Disclosure Schedules Will want to ensure that notwithstanding such updated disclosures, there is no limitation to its remedies (such as the right to terminate the acquisition agreement or to close but seek indemnification following closing). Will argue that any pre-closing disclosures will eliminate buyer's right to seek indemnification for any breach of the R&Ws if the buyer chooses to close; buyer's sole remedy should be to terminate the acquisition agreement. Click here to see the disclosure schedule updating covenants in recent APAs. Click here to see the disclosure schedule updating covenants in recent SPAs. Click here to see the disclosure schedule updating covenants in recent MAs. Facilitating the Depending on the N/A N/A Click here to see Closing - Stockholders' Meeting; Proxy Materials; Registration Statement structure of the transaction (i.e., one-step acquisition or two- step merger) and the form of consideration (cash vs. stock), one or both parties will be required to seek shareholder approval and, in public deals, file proxy materials and a registration statement with the SEC. The covenants will specifically be tailored to reflect each party's ...
