Fulfillment of Closing Conditions. At and prior to the Closing, WLDI shall use commercially reasonable efforts to fulfill the conditions specified in 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 herein, (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: Share Exchange Agreement (World Am Communications Inc)
Fulfillment of Closing Conditions. At and prior to the Closing, WLDI the parties shall use commercially reasonable efforts to fulfill the conditions specified in Article VIII and Article IX, Section 2.4 and other applicable sections of this Agreement to the extent that the fulfillment of such conditions is within its controlAgreement,. 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 hereinin Articles 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 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: Membership Interest Purchase Agreement (Positron Corp)
Fulfillment of Closing Conditions. At and prior to the Closing, WLDI VC shall use commercially reasonable efforts to fulfill the conditions specified in 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 herein, (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 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 (Point Group Holdings Incorp)
Fulfillment of Closing Conditions. At and prior to the Closing, WLDI TBC Global and Fxxxxxx shall use commercially reasonable efforts to fulfill the conditions specified in this Agreement to the extent that the fulfillment of such conditions is within its controlcontrol with respect to the Closing. In connection with the foregoing, each such party will TBC Global and Fxxxxxx 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 hereinherein to which they are a party, (c) comply in all material respects 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 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 ClosingClosing Sxxxxx, WLDI Team AJ and Chasin (together, the “Stockholders”) shall use commercially reasonable efforts to fulfill the conditions required of them as specified in 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 hereinherein 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.)