Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer shall use commercially reasonable efforts to fulfill the conditions specified in Article IX and Article X to the extent that the fulfillment of such conditions 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 in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in Articles IV and X, (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: Stock Purchase Agreement (Positron Corp)

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Fulfillment of Closing Conditions. At and prior to the Closing, Buyer shall use commercially reasonable efforts to fulfill the conditions specified in Article IX Sections 8 and Article X 9 to the extent that the fulfillment of such conditions 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 in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in Articles IV Sections 8 and X9, (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, 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 Transactions.

Appears in 1 contract

Samples: Share Purchase Agreement (Certified Services Inc)

Fulfillment of Closing Conditions. At and Within the period prior to the Closing, the Buyer shall use commercially reasonable make all necessary efforts to fulfill the conditions specified in Article IX Articles 10 and Article X 11 to the extent that the fulfillment of such conditions is within its the Buyer's control. In connection with With regard to the foregoing, each such party will the Buyer shall (a) refrain from any actions activity that would could cause any the inaccurateness of its representations the Buyer's declarations and warranties to be inaccurate in any material respect as of the Closing, (b) execute and deliver fulfill the applicable agreements obligations set forth in the Agreement and other documents referred to in Articles IV 10 and X11, (c) comply in all material respects with all applicable Laws in connection with its executionlaws and regulations concerning the execution and fulfillment of the obligations from this Agreement, delivery and performance of this Agreement and the Transactionsi.e. transactions, (d) use commercially make reasonable efforts to obtain in a timely manner all necessary waivers, consents and approvals required under any Lawslaws, Contracts or otherwiseand contracts, including any required consents, and (e) use commercially make reasonable efforts to takeundertake, or cause for them to be taken, all other actions and to do, or cause activities in order for the transactions to be done, all other things reasonably necessary, proper or advisable to consummate consummated as soon as possible and make effective as promptly as practicable in the Transactionsmost efficient manner.

Appears in 1 contract

Samples: Share Purchase Agreement

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer --------------------------------- shall use commercially reasonable efforts to fulfill the conditions specified in Article IX Sections 8 and Article X 9 to the extent that the fulfillment of such conditions 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 in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in Articles IV Sections 8 and X9, (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, 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 Transactions.

Appears in 1 contract

Samples: Share Purchase Agreement (Verticalnet Inc)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer FSTI shall use commercially reasonable efforts to fulfill the conditions specified in Article IX and Article X this Agreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each such party it 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 in Articles IV and Xherein, (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: Acquisition Agreement (Freestar Technologies)

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Fulfillment of Closing Conditions. At and prior to the Closing, Buyer shall use commercially reasonable efforts to fulfill the conditions specified in Article IX Sections 8 and Article X 9 to the extent that the fulfillment of such conditions 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 in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in Articles IV Sections 8 and X9, (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: Stock Purchase Agreement (Certified Services Inc)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer shall use commercially reasonable efforts to fulfill the conditions specified in Article IX Sections 9 and Article X 10 to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each such party 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 in Articles IV Sections 9 and X10, (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, 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 Transactions.

Appears in 1 contract

Samples: Merger Agreement (Verticalnet Inc)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer --------------------------------- shall use commercially reasonable efforts to fulfill the conditions specified in Article IX Sections 9 and Article X 10 to the extent that the fulfillment of such conditions 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 in any material respect as of the Closing, (b) execute and deliver the applicable agreements and other documents referred to in Articles IV Sections 9 and X10, (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, 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 Transactions.

Appears in 1 contract

Samples: Merger Agreement (Verticalnet Inc)

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