Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date the conditions specified in Section 8 and Section 9 to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each Party will (i) 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, (ii) execute and deliver the applicable agreements and other documents referred to in Section 8 and Section 9, (iii) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party and the Transactions, (iv) use reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of Seller, and (v) use reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before after the Termination Date the conditions specified in Section 8 SECTIONS 9 and Section 9 10 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party will (ia) 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, (iib) execute and deliver the applicable agreements and other documents referred to in Section 8 SECTIONS 9 and Section 910, (iiic) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (ivd) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any LawsLaws (including any approval required under the HSR Act), Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of Seller, the Seller and (ve) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party --------------------------------- party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date after the conditions specified in Section 8 Sections 9 and Section 9 10 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party party will (ia) 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, (iib) execute and deliver the applicable agreements and other documents referred to in Section 8 Sections 9 and Section 910, (iiic) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (ivd) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of SellerSeller Parties and any Buyer Required Consents in the case of Buyer, and (ve) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date after the conditions specified in Section Sections 8 and Section 9 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party party will (ia) 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, (iib) execute and deliver the applicable agreements and other documents referred to in Section Sections 8 and Section 9, (iiic) comply in all material respects with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (ivd) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Shareholder Required Consents in the case of SellerShareholders and any Buyer Required Consents in the case of Buyer, and (ve) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use reasonable best Commercially Reasonable efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date the conditions specified in Section 8 and Section 9 to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each Party will (i) 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, (ii) execute and deliver the applicable agreements and other documents referred to in Section 8 and Section 9, (iii) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party and the Transactions, (iv) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any the Closing Consents and the Seller Required Consents in the case of Seller, and (v) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date Date, the conditions specified in Section 8 Articles 6 and Section 9 7 to the extent that the fulfillment of such conditions is within its control. Additionally, each of the Parties shall cause each of its controlled Affiliates to use commercially reasonable efforts to take any action that may be necessary to fulfill any such condition. In connection with the foregoing, each Party will (i) Buyer will 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, (ii) Buyer and Seller will execute and deliver the applicable agreements and other documents referred to in Section 8 Articles 6 and Section 97, (iii) Buyer and Seller will comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, and (iv) use reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents Buyer and Seller Required Consents in the case of Seller, and (v) will use commercially reasonable best 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 that are within its control to consummate and make effective as promptly as practicable the Transactions.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party --------------------------------- party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date after the conditions specified in Section Sections 8 and Section 9 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party party will (ia) 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, (iib) execute and deliver the applicable agreements and other documents referred to in Section Sections 8 and Section 9, (iiic) comply in all material respects with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (ivd) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Shareholder Required Consents in the case of SellerShareholders and any Buyer Required Consents in the case of Buyer, and (ve) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use commercially reasonable best efforts to fulfill, and use commercially reasonable efforts to cause each other to fulfill, as soon as practicable before the Termination Date the conditions specified in Section 8 and Section 9 ARTICLE X to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party will (i) 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, (ii) execute and deliver the applicable agreements and other documents referred to in Section 8 and Section 9ARTICLE X, (iii) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactionstransactions contemplated hereby, (iv) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of SellerConsents, and (v) use commercially reasonable best 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 contemplated hereby.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date after the conditions specified in Section 8 Sections 9 and Section 9 10 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party party will (ia) 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, (iib) execute and deliver the applicable agreements and other documents referred to in Section 8 Sections 9 and Section 910, (iiic) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (ivd) use commercially reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of Sellerthe Seller Parties and any Buyer Required Consents in the case of Buyer, and (ve) use commercially reasonable best 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.

Fulfillment of Closing Conditions. (a) At and prior to the Closing, each Party shall use commercially reasonable best efforts to fulfill, and to cause each other to fulfill, as soon as practicable before the Termination Date the conditions specified in Section Sections 8 and Section 9 to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party will (a) execute and deliver the applicable agreements and other documents referred to in Sections 8 and 9, and (b) use commercially reasonable efforts to (i) 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, (ii) execute and deliver the applicable agreements and other documents referred to in Section 8 and Section 9, (iii) comply with all applicable Laws in connection with its execution, delivery and performance of this Agreement, the other Transaction Documents to which it is a party Agreement and the Transactions, (iviii) use reasonable best efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Laws, Contracts or otherwise, including any Closing Consents and Seller Required Consents in the case of Sellerand any Buyer Required Consents, and (viv) use reasonable best 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.