Purchaser Efforts Sample Clauses
Purchaser Efforts. Each Purchaser shall use its reasonable best efforts to obtain all material permits, consents, orders, approvals, waivers, authorizations or other permissions or actions required for the consummation of the transactions contemplated by this Agreement from, and shall have given all necessary notices to, all Governmental Entities necessary to satisfy the condition in Section 8.1(b) (provided, however, that such Purchaser shall not be required to pay or cause payment of any fees or make any financial accommodations to obtain any such consent, approval, waiver or other permission, except filing fees as required), and provide to such Governmental Entities all such information as may be necessary or reasonably requested relating to the transactions contemplated hereby.
Purchaser Efforts. 43 Section 6.3 Plan Support .......................................................................................... 43 Section 6.4
Purchaser Efforts. Purchaser shall use reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things reasonably necessary, proper or advisable to arrange and obtain the Financing on the terms and conditions described in the Financing Letter and shall not agree to any amendment or modification to be made to, or any waiver of any provision or remedy, under the Financing Letter without the prior written consent of Seller and PNM if such amendments, modifications or waivers would reasonably be expected to (i) reduce the aggregate amount of the Financing below the amount required to consummate the transactions contemplated by this Agreement and pay all related fees and expenses, (ii) impose new or additional conditions to the receipt of the Financing, (iii) prevent or materially delay the consummation of the transactions contemplated by this Agreement or (iv) adversely impact the ability of Purchaser to enforce its rights against the other parties to the Financing Letter; provided that, Purchaser may amend the Financing Letter to add lenders, arrangers, bookrunners, syndication agents or similar entities who have not executed the Financing Letter. Without limiting the foregoing, Purchaser shall use its reasonable best efforts to (A) maintain in effect the Financing Letter, (B) satisfy on a timely basis all conditions to obtaining the Financing, (C) enter into definitive agreements with respect to the Financing Letter on terms and conditions contained in the Financing Letter (including any “market flex” provisions with respect to the Financing Letter) (or terms and conditions not materially less favorable, in the aggregate, to Purchaser than the terms and conditions in the Financing Letter), (D) in the event that all conditions in the Financing Letter have been satisfied, consummate the Financing at or prior to Closing, (E) enforce its rights under the Financing Letter, and (F) in the event that all conditions in the Financing Letter have been satisfied, cause the lenders and other persons providing the Financing to fund on the Closing Date the Financing required to consummate the transactions contemplated by this Agreement. Upon any amendment, supplement or modification of the Financing Letter in accordance with this Section 5.19, Purchaser shall provide a copy thereof to Seller and PNM and the term “Financing Letter” shall mean the Financing Letter as so amended, supplemented or modified.
Purchaser Efforts. From and after the Closing and until the completion of the final Quarterly Measurement Period, Purchaser shall and shall cause its Affiliates to (i) use commercially reasonable efforts to operate the Acquired Business in the ordinary course, including with respect to development, marketing, distribution and servicing of the products of the Acquired Business and (ii) maintain separate records for the Acquired Business to the extent required for calculation of the Contingent Consideration in accordance with Section 2.6(g) to enable the accurate preparation of the Contingent Payment Statements. Purchaser’s goal with respect to the Acquired Business is to achieve approximately $100 million of annual revenue growth for the next several years; provided that, notwithstanding the foregoing, in no event shall Purchaser or any of its Affiliates have any Liability to Seller or any of its Affiliates as a result of any failure to achieve such target goal in any respect, and Seller shall not rely on such target goal for any purpose.
Purchaser Efforts. PURCHASER shall use commercially reasonable efforts to promote, train the sales force on and solicit the sale of all Devices within the Field in the Territory, and use its commercially reasonable efforts to not promote or solicit the sale of the Device for use outside of the Field unless agreed to by the parties.
Purchaser Efforts. Purchaser shall use commercially reasonable efforts to satisfy all conditions specified in Section 8 which are under the control or partial control of the Purchaser, including, but not limited to, (i) all action necessary to obtain financing to enable the Purchaser to pay all amounts payable to the Seller at the Closing, and (ii) all action necessary to obtain title commitments for the Properties within the time specified in this Agreement.