Common use of Fulfillment of Closing Conditions Clause in Contracts

Fulfillment of Closing Conditions. At and prior to the Closing, each Party shall use commercially reasonable efforts to fulfill, and shall cooperate with each other to fulfill, as soon as practicable the conditions specified in Article IX to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party will (a) refrain from any actions that would cause it to be unable to deliver the certificates required pursuant to Sections 9.2(e) or 9.3(c), (b) execute and deliver the applicable agreements and other documents referred to in Article IX, (c) comply 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, and make any notice or application filings, in each case, as required under any Laws, Contracts or otherwise, including any 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: Equity Interest Purchase Agreement (Schweitzer Mauduit International Inc)

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Fulfillment of Closing Conditions. At and prior to the Closing, each Party Buyer shall use commercially reasonable efforts to fulfill, and shall cooperate with each other to fulfill, as soon as practicable fulfill the conditions specified in Article IX and Article X to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party such party will (a) refrain from any actions that would cause it any of its representations and warranties to be unable to deliver inaccurate in any material respect as of the certificates required pursuant to Sections 9.2(e) or 9.3(c)Closing, (b) execute and deliver the applicable agreements and other documents referred to in Article IXArticles 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, and make any notice or application filings, in each case, as approvals required under any Laws, Contracts or otherwise, including any 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: Stock Purchase Agreement (Positron Corp)

Fulfillment of Closing Conditions. At and prior to the Closing, each Party TBC Global and Fxxxxxx shall use commercially reasonable efforts to fulfill, and shall cooperate with each other to fulfill, as soon as practicable fulfill the conditions specified in Article IX this Agreement to the extent that the fulfillment of such conditions is within its or his controlcontrol with respect to the Closing. In connection with the foregoing, each Party will TBC Global and Fxxxxxx shall (a) refrain from any actions that would cause it any of their representations and warranties to be unable to deliver inaccurate as of the certificates required pursuant to Sections 9.2(e) or 9.3(c)Closing, (b) execute and deliver the applicable agreements and other documents referred to in Article IXherein to which they are a party, (c) comply in all material with all applicable Laws laws in connection with its their 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, and make any notice or application filings, in each case, as approvals required under any Lawslaws, Contracts contracts or otherwise, including any 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 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, each Party VC shall use commercially reasonable efforts to fulfill, and shall cooperate with each other to fulfill, as soon as practicable fulfill the conditions specified in Article IX this Agreement to the extent that the fulfillment of such conditions is within its or his control. In connection with the foregoing, each Party such party will (a) refrain from any actions that would cause it any of its representations and warranties to be unable to deliver inaccurate in any material respect as of the certificates required pursuant to Sections 9.2(e) or 9.3(c)Closing, (b) execute and deliver the applicable agreements and other documents referred to in Article IXherein, (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, and make any notice or application filings, in each case, as approvals required under any Lawslaws, Contracts contracts or otherwise, including any 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: Acquisition Agreement (Point Group Holdings Incorp)

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Fulfillment of Closing Conditions. At and prior to the Closing, each Party the parties shall use commercially reasonable efforts to fulfill, and shall cooperate with each other to fulfill, as soon as practicable fulfill the conditions specified in Article IX to the extent that the fulfillment VIII and Article IX, Section 2.4 and other applicable sections of such conditions is within its or his controlthis Agreement,. In connection with the foregoing, each Party such party will (a) refrain from any actions that would cause it any of its representations and warranties to be unable to deliver inaccurate in any material respect as of the certificates required pursuant to Sections 9.2(e) or 9.3(c)Closing, (b) execute and deliver the applicable agreements and other documents referred to in Article IXArticles VIII and IX (or elsewhere in this Agreement), (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, and make any notice or application filings, in each case, as approvals required under any Laws, Contracts or otherwise, including any 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: Membership Interest Purchase Agreement (Positron Corp)

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