Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller shall cause the Seller to use commercially reasonable efforts to fulfill the conditions specified in this Agreement. In connection with the foregoing, the Seller shall (a) refrain from any actions that would cause any of their representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 6 contracts

Samples: Acquisition Agreement (Andain, Inc.), Acquisition Agreement (Andain, Inc.), Acquisition Agreement (Andain, Inc.)

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Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Purchaser shall cause the Seller to use commercially reasonable efforts to fulfill the conditions specified in this AgreementAgreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, the Seller Purchaser shall (a) refrain from any actions that would cause any of their its representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 6 contracts

Samples: Acquisition Agreement (Andain, Inc.), Acquisition Agreement (Andain, Inc.), Acquisition Agreement (Andain, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Purchaser shall cause the Seller to use commercially reasonable efforts to fulfill the conditions specified in this AgreementAgreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, the Seller Purchaser shall (a) refrain from any actions that would cause any of their its representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 3 contracts

Samples: Acquisition Agreement (Andain, Inc.), Acquisition Agreement (Andain, Inc.), Securities Purchase Agreement (Andain, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Stockholders shall cause the Seller Sterling to use commercially reasonable efforts to fulfill the conditions specified in this Agreement. In connection with the foregoing, the Seller Stockholders shall (a) refrain from any actions that would cause any of their representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 3 contracts

Samples: Purchase and Sale Agreement (TBC Global News Network, Inc.), Purchase and Sale Agreement (TBC Global News Network, Inc.), Purchase and Sale Agreement (TBC Global News Network, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Shareholders shall cause the Seller Synosphere to use commercially reasonable efforts to fulfill the conditions specified in this Agreement. In connection with the foregoing, the Seller Shareholders shall (a) refrain from any actions that would cause any of their representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 1 contract

Samples: Acquisition Agreement (Ibiz Technology Corp)

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Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Stockholders shall cause the Seller LCP to use commercially reasonable efforts to fulfill the conditions specified in this Agreement. In connection with the foregoing, the Seller Stockholders shall (a) refrain from any actions that would cause any of their representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 1 contract

Samples: Acquisition Agreement (Kalex Corp)

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller Shareholder shall cause the Seller Impact to use commercially reasonable efforts to fulfill the conditions specified in this Agreement. In connection with the foregoing, the Seller Shareholder shall (a) refrain from any actions that would cause any of their representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 1 contract

Samples: Securities Purchase Agreement (Andain, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Seller BTWO shall cause the Seller to use commercially reasonable efforts to fulfill the conditions specified in this AgreementAgreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, the Seller shall it will (a) refrain from any actions that would cause any of their its representations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to herein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the transactionstransactions contemplated hereunder, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, and (e) use commercially reasonable efforts to take, or cause to be taken, all other actions and to do, or cause to be done, all other things reasonably necessary, proper or advisable to consummate and make effective as promptly as practicable the transactions.

Appears in 1 contract

Samples: Purchase Agreement (B2Digital, Inc.)

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