Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. At or prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove to the extent that the fulfillment of such conditions are within its control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this Agreement, (c) comply with all applicable laws in connection with its execution, delivery and performance of this Agreement and the Exchange, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, including any Company required consents in the case of the Company 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 Exchange.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party Party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, fulfill the conditions specified in Article 2 hereinabove Sections 8 and 9 to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party Party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this AgreementSections 8 and 9, (c) comply with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the ExchangeTransactions, (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 Company required consents in the case of the Company 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 ExchangeTransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove this Agreement to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this Agreementherein, (c) comply in all material respects with all applicable laws in connection with its execution, delivery and performance of this Agreement and the Exchangetransactions, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts Contracts or otherwise, including any Company required consents in the case of the Company 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 Exchangetransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove this Agreement to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this Agreementherein, (c) comply in all material respects with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the ExchangeTransactions, (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 Company required consents in the case of the Company 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 ExchangeTransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove this Agreement to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this Agreementherein, (c) comply in all material respects with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the Exchangetransactions, (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 Company required consents in the case of the Company 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 ExchangeTransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party Party shall use commercially reasonable efforts to fulfill, and to cause shall cooperate with each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove IX to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party Party will (a) refrain from any actions that would cause any of its representations and warranties it to be inaccurate as of unable to deliver the Closing, and take any reasonable actions within its control that would be necessary certificates required pursuant to prevent its representations and warranties from being inaccurate as of the ClosingSections 9.2(e) or 9.3(c), (b) execute and deliver the applicable agreements and other documents referred to in this AgreementArticle IX, (c) comply with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the Exchangetransactions contemplated hereby, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals approvals, and make any notice or application filings, in each case as required under any lawsLaws, contracts Contracts or otherwise, including any Company required consents in the case of the Company 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 Exchangetransactions contemplated hereby.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party the parties shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove Sections 9 and 10, to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this AgreementSections 9 and 10, (c) comply with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the ExchangeTransactions, (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 Company required consents in the case of the Company and Required Consents (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 ExchangeTransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party Buyer --------------------------------- shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, fulfill the conditions specified in Article 2 hereinabove Sections 8 and 9 to the extent that the fulfillment of such conditions are is within its control. In connection with the foregoing, each such party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take in any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this AgreementSections 8 and 9, (c) comply in all material respects with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the ExchangeTransactions, (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 Company required consents in the case of the Company 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 ExchangeTransactions.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 IV hereinabove to the extent that the fulfillment of such conditions are within its control. In connection with the foregoing, each party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this Agreement, (c) comply with all applicable laws in connection with its execution, delivery and performance of this Agreement and the ExchangeMerger, (d) use commercially reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any laws, contracts or otherwise, including any Company required consents in the case of the Company 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 ExchangeMerger.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party Party shall use commercially reasonable efforts to fulfill, and use commercially reasonable efforts to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, the conditions specified in Article 2 hereinabove IX to the extent that the fulfillment of such conditions are is within its or his control. In connection with the foregoing, each party Party will (ai) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate as of the Closing, (bii) execute and deliver the applicable agreements and other documents referred to in this AgreementArticle IX, (ciii) comply with all applicable laws Laws in connection with its execution, delivery and performance of this Agreement and the Exchangetransactions contemplated hereby, (div) 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 Company required consents in the case of the Company and Required Consents (ev) 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 Exchangetransactions contemplated hereby.

Fulfillment of Closing Conditions. At or and prior to the Closing, each party Buyer --------------------------------- shall use commercially reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable after the Effective Date of this Agreement, fulfill the conditions specified in Article 2 hereinabove Sections 9 and 10 to the extent that the fulfillment of such conditions are is within its control. In connection with the foregoing, each such party will (a) refrain from any actions that would cause any of its representations and warranties to be inaccurate as of the Closing, and take in any reasonable actions within its control that would be necessary to prevent its representations and warranties from being inaccurate material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in this AgreementSections 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 ExchangeTransactions, (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 Company required consents in the case of the Company 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 ExchangeTransactions.