Further Assurances; Closing Conditions. Prior to the Closing, each Party shall, and shall cause its Affiliates to (a) execute and deliver such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Parties as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby and (b) use commercially reasonable efforts to cause the conditions set forth in Article VI to be satisfied and to consummate the transactions contemplated herein.
Further Assurances; Closing Conditions. Prior to the Closing, Buyer, Merger Sub, the Shareholder, each Company Payee, the Representative and the Company shall (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby and (b) use commercially reasonable efforts to cause the conditions set forth in ARTICLE X and ARTICLE XI to be satisfied and to consummate the transactions contemplated herein as promptly as practical.
Further Assurances; Closing Conditions. Subject to the terms and conditions of this Agreement, each Party agrees, from time to time as and when requested by any other Party, to execute and deliver, or cause to be executed and delivered, all such documents, and to use its commercially reasonable efforts to take, or cause to be taken, all such further or other appropriate actions and to do, or cause to be done, all other things, as such other Party may reasonably deem necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. From the date hereof until the Closing, each party hereto shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in Article VII.
Further Assurances; Closing Conditions. Subject to the terms and conditions of this Agreement, Seller agrees, from time to time as and when requested by Purchaser, to execute and deliver, or cause to be executed and delivered, all such documents, and to use its commercially reasonable efforts to take, or cause to be taken, all such further or other appropriate actions and to do, or cause to be done, all other things, as Purchaser may reasonably deem necessary or desirable to carry out the provisions of this Agreement and give effect to the transactions contemplated hereby. From the date hereof until the Closing, Seller shall use reasonable best efforts to take such actions as are necessary to expeditiously satisfy the closing conditions set forth in this Agreement.
Further Assurances; Closing Conditions. Prior to Closing, each Party shall, as promptly as practicable, (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby and (b) use their reasonable best efforts to cause the conditions set forth in Article IX and Article X to be satisfied and to consummate the transactions contemplated herein as promptly as practicable; provided, that, notwithstanding anything to the contrary in this Agreement, other than with respect to the filing fee under the Xxxx-Xxxxx Xxxxxx Act, which will be paid by Buyer, neither the Buyer, Merger Sub, the Company, the Company’s Subsidiaries, the Representative, HIG Seller nor any Unitholder shall be required to pay any consent or similar fee to obtain any third party or governmental consents.
Further Assurances; Closing Conditions. During the Pre-Closing Period, the Buyer and the Seller will, as promptly as practicable, (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and will take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby, and (b) subject to the terms of Section 6.03(c) below, use their commercially reasonable efforts to cause the conditions set forth in Article VIII and Article IX to be satisfied and to consummate the transactions contemplated herein as promptly as practical; provided, that, notwithstanding anything to the contrary in this Agreement, neither the Buyer, Seller, the Acquired Companies, nor any owner of Seller will be required to pay any consent or similar fee to obtain any third-party consents. The Parties acknowledge and agree that the Buyer shall be responsible for paying for all filing fees associated with obtaining any governmental consents hereunder.
Further Assurances; Closing Conditions. During the Interim Period, the Buyer and the Sellers shall, as promptly as practicable, (i) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby and (ii) use commercially reasonable efforts to cause the conditions set forth in Section 2(h) and Section 2(i) to be satisfied and to consummate the transactions contemplated herein; provided that, nothing set forth in this Section 6(c) shall be read to conflict with or supersede the specific efforts standard set forth in Section 6(d).
Further Assurances; Closing Conditions. During the Pre-Closing Period, each Party will, and will use commercially reasonable efforts to cause their respective Affiliates to, as promptly as practicable, (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and will take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the transactions contemplated hereby, and (b) use their commercially reasonable efforts to cause the conditions set forth in Article VIII and Article IX (each of which will be deemed to be conditions precedent to the Closing) to be satisfied and to consummate the transactions contemplated herein as promptly as practicable.
Further Assurances; Closing Conditions. During the Interim Period, the Buyer and the Seller shall, as promptly as practicable, (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out, and comply with all of the terms of this Agreement and the transactions contemplated hereby, and (b) use their reasonable best efforts to cause the conditions set forth in ARTICLE II to be satisfied and to consummate the transactions contemplated herein as promptly as practical; provided, that, notwithstanding anything to the contrary in this Agreement, none of the Buyer, the Seller nor any of the Companies or any of their respective Subsidiaries shall be required to pay any consent or similar fee to obtain any third party or governmental consents except as expressly set forth in Section 6.01 and Section 6.03.
Further Assurances; Closing Conditions. The Parties shall, as promptly as practicable, (a) execute and deliver, or cause to be executed and delivered, such additional instruments and other documents and shall take such further actions as may be reasonably requested by the other Party as necessary or appropriate to effectuate, carry out and comply with all of the terms of this Agreement and the Transactions and (b) use their reasonable best efforts to cause the conditions set forth in Article VIII and Article IX to be satisfied and to consummate the transactions contemplated herein as promptly as practicable; provided, that, notwithstanding anything to the contrary in this Agreement, none of the Seller, the Companies or any of their respective Affiliates shall be required to pay any consent or similar fee to obtain any third party or Governmental Authority consents. The Seller Parties shall use their reasonable best efforts to consummate the Reorganization in accordance with the Reorganization Plan.
