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 Sections 8 and 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 Sections 8 and 9, (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)

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Fulfillment of Closing Conditions. At and prior to the Closing, Buyer AMCG shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 this Agreement 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 Sections 8 and 9herein, (c) comply in all material respects with all applicable 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 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 (Syconet Com Inc)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer WLDI shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 this Agreement 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 Sections 8 and 9herein, (c) comply in all material respects with all applicable 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 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: Share Exchange Agreement (World Am Communications Inc)

Fulfillment of Closing Conditions. At and prior to the ClosingClosing Sxxxxx, Buyer Team AJ and Chasin (together, the “Stockholders”) shall use commercially reasonable efforts to fulfill the conditions required of them as specified in Sections 8 and 9 this Agreement with respect to the extent that the fulfillment of such conditions is within its controlClosing. In connection with the foregoing, each such party will 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 in Sections 8 and 9herein to which they are parties, (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 provided for hereunder, (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, 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 provided for hereunder.

Appears in 1 contract

Samples: Acquisition Agreement (TBC Global News Network, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer iBIZ shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 this Agreement to the extent that the fulfillment of such conditions is within its control. In connection with the foregoing, each such party will iBIZ 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 in Sections 8 and 9herein, (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, 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: Acquisition Agreement (Ibiz Technology Corp)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer FSTI shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 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 Sections 8 and 9herein, (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 BTWO shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 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 Sections 8 and 9herein, (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 contemplated hereunder, (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, 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: Purchase Agreement (B2Digital, Inc.)

Fulfillment of Closing Conditions. At and prior to the Closing, Buyer shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 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 Sections 8 and 9, (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 prior to the Closing, Buyer SYCD shall use commercially reasonable efforts to fulfill the conditions specified in Sections 8 and 9 this Agreement 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 Sections 8 and 9herein, (c) comply in all material respects with all applicable 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 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 (Syconet Com Inc)

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