Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser shall use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, Purchaser shall (a) refrain from any actions that would cause any of 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.)

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Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser Seller shall cause the Seller to use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement. In connection with the foregoing, Purchaser the Seller shall (a) refrain from any actions that would cause any of its 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.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser shall use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, Purchaser shall (a) refrain from any actions that would cause any of 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.), Acquisition Agreement (Andain, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser Stockholders shall cause Sterling to use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement. In connection with the foregoing, Purchaser the Stockholders shall (a) refrain from any actions that would cause any of its 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 Purchaser Shareholder shall cause Impact to use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement. In connection with the foregoing, Purchaser the Shareholder shall (a) refrain from any actions that would cause any of its 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 (Andain, Inc.)

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Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser Buyer shall use commercially reasonable efforts to fulfill the conditions specified in this Agreement Sections 9 and 10 to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, Purchaser shall Buyer will (a) refrain from any actions that would cause any of 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 hereinin Sections 9 and 10, (c) comply in all material respects with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the transactionsTransactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any lawsLaws, contracts Contracts or otherwise, including any Buyer Required Consents, 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 transactionsTransactions.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Verticalnet Inc)

Fulfillment of Closing Conditions. At and prior to the Closing, the Purchaser Stockholders shall cause LCP to use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement. In connection with the foregoing, Purchaser the Stockholders shall (a) refrain from any actions that would cause any of its 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 Purchaser Shareholders shall cause Synosphere to use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement. In connection with the foregoing, Purchaser the Shareholders shall (a) refrain from any actions that would cause any of its 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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