Fulfillment of Conditions and Agreements Prior to Closing Sample Clauses

Fulfillment of Conditions and Agreements Prior to Closing. Each party shall use commercially reasonable efforts to satisfy all of those conditions to the obligations of the other under this Article 2 that are not beyond its reasonable control on or prior to the Closing Date. Each party shall use commercially reasonable efforts to take, or cause to be taken, all action and do, or cause to be done, all things necessary, proper or advisable, including making or obtaining any and all consents and authorizations, to consummate and make effective the transactions contemplated by this Agreement, including making all filings required under applicable law. Notwithstanding the foregoing, Buyer shall not be required to take any action to comply with any legal requirement or agree to the imposition of any Governmental Entity order, judgment, or decree that would (a) prohibit or restrict the ownership or operation by Buyer of any portion of the Acquired Assets, (b) compel Buyer to dispose of or hold separate any portion of its assets, or (c) impose any limitation on the ability of Buyer to own or operate the Business.
Sample 1
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Fulfillment of Conditions and Agreements Prior to Closing. Legal Approvals and Consents. Each party shall cooperate with the others and use commercially reasonable efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable, including making or obtaining any and all Legal Approvals and Consents, to consummate and make effective the Contemplated Transactions, including making all filings under applicable Legal Requirements; provided, however, that neither the ALC Group nor the Comfort Systems Group shall have any obligation to incur any Liability or pay funds in connection therewith.
Sample 1

Related to Fulfillment of Conditions and Agreements Prior to Closing

  • Conditions to Purchasers’ Obligations at the Closing Purchasers’ obligation to purchase the Shares at the Closing are subject to the satisfaction, at or prior to the Closing Date, of the following conditions:

  • Conditions and Closing 4.1 The Closing Date will occur on such date as may be determined by the Issuer in its sole discretion. The Issuer may, at its discretion, elect to close the Offering in one or more closings.

  • Pre-Closing Covenants and Agreements The parties hereto covenant and agree to perform or take any and all such actions to effectuate the following from the date hereof until the earlier of the Closing Date or the termination of this Agreement:

  • CONDITIONS TO PURCHASER’S OBLIGATIONS AT CLOSING The obligations of the Purchaser to consummate the transactions under Section 2 are subject to the fulfillment, to the satisfaction of the Purchaser on or prior to the Closing, or waiver by the Purchaser, of the following conditions:

  • Conditions Precedent to Closing Date The obligation of the Lenders to make each Loan hereunder, and the obligation of the Letter of Credit Issuer to issue Letters of Credit hereunder, in each case, on the Closing Date are subject to the satisfaction on or prior to the Closing Date of each of the following conditions:

  • Fulfillment of Conditions Purchaser (a) shall take all commercially reasonable steps necessary or desirable and proceed diligently and in good faith to satisfy each other condition to the obligations of Seller contained in this Agreement, and (b) shall not, and shall not permit any of its Affiliates to, take or fail to take any action that would reasonably be expected to result in the non-fulfillment of any such condition.

  • CONDITIONS PRECEDENT TO THE SELLER'S OBLIGATIONS The obligations of the Seller under this Agreement are subject to the following conditions (any of which may be waived in writing in whole or in part by the Seller):

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

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